☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

(State or other jurisdiction of

incorporation or organization)

(~~I.R.S.~~I.R.S Employer

~~345 Park Avenue,~~430 E. 29th Street, 14FL, New York, ~~N.Y. 10154~~NY 10016

(Registrant’s telephone number, including area ~~code)~~code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes x☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x☒ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of ~~“accelerated filer”,~~ “large accelerated ~~filer”~~filer,” “accelerated filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

~~Large accelerated filer~~ x ~~Accelerated filer~~ ¨ ~~Non-accelerated filer~~ ¨ ~~Smaller reporting company~~ ¨ ~~Emerging growth company~~ ¨

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

At ~~September 30, 2017,~~October 14, 2022, there were ~~1,636,699,696~~2,126,160,347 shares outstanding of the Registrant’s $0.10 par value common stock.

* Indicates brand names of products which are trademarks not owned by BMS. Specific trademark ownership information is included in the Exhibit ~~Index.~~Index at the end of this Quarterly Report on Form 10-Q.

BRISTOL-MYERS SQUIBB COMPANY


	Three Months Ended September 30,				Nine Months Ended September 30,
EARNINGS	2022		2021		2022		2021
Net product sales	$	10,813	$	11,243	$	33,606	$	33,446
Alliance and other revenues	405		381		1,147		954
Total Revenues	11,218		11,624		34,753		34,400

Cost of products sold(a)	2,353		2,291		7,544		7,584
Marketing, selling and administrative	1,930		1,788		5,548		5,336
Research and development	2,418		2,980		6,999		7,677
Acquired IPRD	30		271		763		1,070
Amortization of acquired intangible assets	2,418		2,546		7,252		7,606
Other (income)/expense, net	(140)		(409)		793		(1,113)
Total Expenses	9,009		9,467		28,899		28,160

Earnings Before Income Taxes	2,209		2,157		5,854		6,240
Provision for Income Taxes	601		605		1,534		1,598
Net Earnings	1,608		1,552		4,320		4,642
Noncontrolling Interest	2		6		15		20
Net Earnings Attributable to BMS	$	1,606	$	1,546	$	4,305	$	4,622

Earnings per Common Share:
Basic	$	0.75	$	0.70	$	2.01	$	2.08
Diluted	0.75		0.69		2.00		2.05

Three Months Ended September 30, Nine Months Ended September 30,
EARNINGS 2017 2016 2017 2016
Net product sales $ 4,862
$ 4,492
$ 14,212
$ 12,888
Alliance and other revenues 392
430
1,115
1,296
Total Revenues 5,254
4,922
15,327
14,184

Cost of products sold 1,572
1,305
4,393
3,563
Marketing, selling and administrative 1,147
1,144
3,388
3,450
Research and development 1,543
1,138
4,490
3,540
Other (income)/expense (191 ) (224 ) (1,377 ) (1,198 )
Total Expenses 4,071
3,363
10,894
9,355

Earnings Before Income Taxes 1,183
1,559
4,433
4,829
Provision for Income Taxes 327
344
1,129
1,220
Net Earnings 856
1,215
3,304
3,609
Net Earnings/(Loss) Attributable to Noncontrolling Interest 11
13
(31 ) 46
Net Earnings Attributable to BMS $ 845
$ 1,202
$ 3,335
$ 3,563

Earnings per Common Share
Basic $ 0.52
$ 0.72
$ 2.02
$ 2.13
Diluted $ 0.51
$ 0.72
$ 2.02
$ 2.12

Cash dividends declared per common share $ 0.39
$ 0.38
$ 1.17
$ 1.14
(a) Excludes amortization of acquired intangible assets.

The accompanying notes are an integral part of these consolidated financial statements.

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED BALANCE SHEETS

Dollars in Millions ~~Except Share and Per Share Data~~

(UNAUDITED)


ASSETS	September 30, 2017			December 31, 2016			ASSETS	September 30, 2022		December 31, 2021
Current Assets:							Current Assets:
Cash and cash equivalents	$	4,644		$	4,237		Cash and cash equivalents	$	7,734	$	13,979
Marketable securities	2,478			2,113
Marketable debt securities							Marketable debt securities	1,293		2,987
Receivables	5,922			5,543			Receivables	9,613		9,369
Inventories	1,250			1,241			Inventories	2,074		2,095
Prepaid expenses and other	754			570
Other current assets							Other current assets	6,082		4,832
Total Current Assets	15,048			13,704			Total Current Assets	26,796		33,262
Property, plant and equipment	5,014			4,980			Property, plant and equipment	6,035		6,049
Goodwill	6,865			6,875			Goodwill	21,112		20,502
Other intangible assets	1,213			1,385			Other intangible assets	38,179		42,527
Deferred income taxes	2,346			2,996			Deferred income taxes	1,329		1,439
Marketable securities	2,526			2,719
Other assets	965			1,048

Other non-current assets							Other non-current assets	4,745		5,535
Total Assets	$	33,977		$	33,707		Total Assets	$	98,196	$	109,314

LIABILITIES							LIABILITIES
Current Liabilities:							Current Liabilities:
Short-term debt obligations	$	1,461		$	992		Short-term debt obligations	$	2,132	$	4,948
Accounts payable	1,699			1,664			Accounts payable	2,595		2,949
Accrued liabilities	5,418			5,271
Deferred income	647			762
Income taxes payable	213			152
Other current liabilities							Other current liabilities	14,203		13,971
Total Current Liabilities	9,438			8,841			Total Current Liabilities	18,930		21,868
Deferred income	492			547
Income taxes payable	996			973
Pension and other liabilities	1,155			1,283
Deferred income taxes							Deferred income taxes	2,881		4,501
Long-term debt	6,982			5,716			Long-term debt	36,966		39,605
Other non-current liabilities							Other non-current liabilities	6,685		7,334
Total Liabilities	19,063			17,360			Total Liabilities	65,462		73,308

Commitments and contingencies (Note 17)
Commitments and contingencies							Commitments and contingencies

EQUITY							EQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:							Bristol-Myers Squibb Company Shareholders’ Equity:
Preferred stock	—			—			Preferred stock	—		—
Common stock	221			221			Common stock	292		292
Capital in excess of par value of stock	1,845			1,725			Capital in excess of par value of stock	44,956		44,361
Accumulated other comprehensive loss	(2,421		)	(2,503		)	Accumulated other comprehensive loss	(841)		(1,268)
Retained earnings	34,141			33,513			Retained earnings	24,675		23,820
Less cost of treasury stock	(19,003		)	(16,779		)	Less cost of treasury stock	(36,411)		(31,259)
Total Bristol-Myers Squibb Company Shareholders’ Equity	14,783			16,177			Total Bristol-Myers Squibb Company Shareholders’ Equity	32,671		35,946
Noncontrolling interest	131			170			Noncontrolling interest	63		60
Total Equity	14,914			16,347			Total Equity	32,734		36,006
Total Liabilities and Equity	$	33,977		$	33,707		Total Liabilities and Equity	$	98,196	$	109,314

The accompanying notes are an integral part of these consolidated financial statements.

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in Millions

(UNAUDITED)


	Nine Months Ended September 30,							Nine Months Ended September 30,
	2017			2016				2022		2021
Cash Flows From Operating Activities:							Cash Flows From Operating Activities:
Net earnings	$	3,304		$	3,609		Net earnings	$	4,320	$	4,642
Adjustments to reconcile net earnings to net cash provided by operating activities:							Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization, net	592			260			Depreciation and amortization, net	7,755		8,107
Deferred income taxes	283			(500		)	Deferred income taxes	(2,114)		(127)
Stock-based compensation	149			149			Stock-based compensation	338		450
Impairment charges	223			75			Impairment charges	144		1,192
Pension settlements and amortization	148			122

Divestiture gains and royalties	(546		)	(1,082		)	Divestiture gains and royalties	(820)		(462)
Asset acquisition charges	510			274
Acquired IPRD							Acquired IPRD	763		1,070
Equity investment losses/(income)							Equity investment losses/(income)	966		(1,214)
Contingent consideration fair value adjustments							Contingent consideration fair value adjustments	1		(510)
Other adjustments	108			(56		)	Other adjustments	178		204
Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Receivables	(539		)	(896		)	Receivables	(557)		(886)
Inventories	7			(107		)	Inventories	(28)		141
Accounts payable	63			(142		)	Accounts payable	(296)		19
Deferred income	(91		)	445
Rebates and discounts							Rebates and discounts	730		902
Income taxes payable	400			(183		)	Income taxes payable	(310)		(841)
Other	(453		)	(353		)	Other	(1,310)		(537)
Net Cash Provided by Operating Activities	4,158			1,615			Net Cash Provided by Operating Activities	9,760		12,150
Cash Flows From Investing Activities:							Cash Flows From Investing Activities:
Sale and maturities of marketable securities	4,296			3,674
Purchase of marketable securities	(4,434		)	(2,248		)
Sale and maturities of marketable debt securities							Sale and maturities of marketable debt securities	5,205		2,952
Purchase of marketable debt securities							Purchase of marketable debt securities	(3,566)		(3,408)
Proceeds from sales of equity investment securities							Proceeds from sales of equity investment securities	213		1,058
Capital expenditures	(801		)	(844		)	Capital expenditures	(772)		(653)
Divestiture and other proceeds	526			1,193			Divestiture and other proceeds	815		570
Acquisition and other payments	(672		)	(311		)
Net Cash Provided by/(Used in) Investing Activities	(1,085		)	1,464
Acquisition and other payments, net of cash acquired							Acquisition and other payments, net of cash acquired	(4,170)		(1,458)
Net Cash Used in Investing Activities							Net Cash Used in Investing Activities	(2,275)		(939)
Cash Flows From Financing Activities:							Cash Flows From Financing Activities:
Short-term debt obligations, net	1,198			102			Short-term debt obligations, net	58		(46)
Issuance of long-term debt	1,488			—			Issuance of long-term debt	5,926		—
Repayment of long-term debt	(1,224		)	—			Repayment of long-term debt	(11,431)		(6,022)
Repurchase of common stock	(2,220		)	(231		)	Repurchase of common stock	(5,585)		(3,536)
Dividends	(1,938		)	(1,912		)	Dividends	(3,489)		(3,297)
Other	(29		)	(7		)	Other	805		644
Net Cash Used in Financing Activities	(2,725		)	(2,048		)	Net Cash Used in Financing Activities	(13,716)		(12,257)
Effect of Exchange Rates on Cash and Cash Equivalents	59			16
Increase in Cash and Cash Equivalents	407			1,047
Cash and Cash Equivalents at Beginning of Period	4,237			2,385
Cash and Cash Equivalents at End of Period	$	4,644		$	3,432
Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash							Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash	(128)		(48)
Decrease in Cash, Cash Equivalents and Restricted Cash							Decrease in Cash, Cash Equivalents and Restricted Cash	(6,359)		(1,094)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period							Cash, Cash Equivalents and Restricted Cash at Beginning of Period	14,316		14,973
Cash, Cash Equivalents and Restricted Cash at End of Period							Cash, Cash Equivalents and Restricted Cash at End of Period	$	7,957	$	13,879

The accompanying notes are an integral part of these consolidated financial statements.

Basis of Consolidation

Bristol-Myers Squibb Company (“BMS”, "we" or “the Company”) prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. GAAP for interim reporting. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position atas of September 30, ~~2017~~2022 and December 31, ~~2016,~~2021, the results of operations for the three and nine months ended September 30, ~~2017~~2022 and ~~2016,~~2021, and cash flows for the nine months ended September 30, ~~2017~~2022 and ~~2016.~~2021. All intercompany balances and transactions have been eliminated. These financial statements and the related notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, ~~2016~~2021 included in the ~~2016~~2021 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results and trends in these unaudited consolidated financial statements may not be indicative of full year operating results. The preparation of financial statements requires the use of management estimates, judgments and assumptions. The most significant assumptions are estimates used in determining sales rebate and return accruals; legal contingencies; income taxes; determining if an acquisition or divestiture is a business or an asset; and pension and postretirement benefits. Actual results may differ from estimates.Business Segment Information

Certain prior period amounts were reclassified to conform to the current period presentation. The consolidated statements of cash flows previously presented interest rate swap contract terminations and issuance of common stock as separate line items within cash flows from financing activities which are now presented as components of other financing activities. The reclassifications provide a more concise financial statement presentation and additional information is disclosed in the notes if material.

~~Recently Adopted Accounting Standards~~

~~Share-based Payment Transactions~~

Amended guidance for share-based payment transactions was adopted in the first quarter of 2017. Net excess tax benefits of $30 million for the nine months ended September 30, 2017 were recognized prospectively as a reduction of tax expense rather than capital in excess of par value of stock. Net excess tax benefits are also presented as an operating cash flow rather than a financing cash flow, and cash payments to tax authorities in connection with shares withheld for statutory tax withholding requirements are presented as a financing cash flow rather than an operating cash flow. The changes in cash flow presentation were applied retrospectively and increased operating cash flows and decreased financing cash flows by $113 million for the nine months ended September 30, 2017 and $193 million for the nine months ended September 30, 2016.

~~Income Tax Accounting for Intra-entity Transfers of Assets Other Than Inventory~~

Amended guidance on income tax accounting for intra-entity transfers of assets other than inventory was early adopted in the first quarter of 2017 on a modified retrospective approach. The amended guidance requires tax consequences of these transfers be recognized in the period the transfer takes place. Net reductions to prepaid and deferred tax assets pertaining to pre-2017 internal transfers of intellectual property of $787 million were adjusted through retained earnings as a cumulative effect of an accounting change which will reduce the annual tax expense by $86 million beginning in 2017. In addition, the tax consequences of additional internal transfers of intellectual property that may occur in the future will be included in income tax expense upon transfer and not amortized in subsequent periods.

~~Recently Issued Accounting Standards~~

~~Accounting for Hedging Activities~~

In August 2017, the FASB issued amended guidance on derivatives and hedging. The amended guidance revises and expands items eligible for hedge accounting, simplifies hedge effectiveness testing and changes the timing of recognition and presentation for certain hedged items. Certain disclosure requirements are also modified for hedging activities on a prospective basis. The guidance is effective in 2019 with early adoption permitted on a modified retrospective approach. The Company is assessing the potential impact of the new standard.

~~Presentation of Net Periodic Pension and Postretirement Benefits~~

In March 2017, the FASB issued amended guidance requiring all net periodic benefit components for defined benefit pension and other postretirement plans other than service costs to be recorded outside of income from operations (other income). The guidance is effective in 2018 on a retrospective basis. The Company expects that annual cost of products sold; marketing, selling and administrative; and research and development expenses will increase by approximately $130 million in the aggregate with a corresponding offset in other income.

~~Revenue from Contracts with Customers~~

Amended guidance for revenue recognition will be adopted in the first quarter of 2018 using the modified retrospective method with the cumulative effect of the change recognized in retained earnings. The new guidance referred to as ASC 606 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and replaces most of the existing revenue recognition standards in U.S. GAAP. A five step model will be utilized to achieve the core principle; (1) identify the customer contract, (2) identify the contract’s performance obligations, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations and (5) recognize revenue when or as a performance obligation is satisfied.

The Company’s assessment of the new standard’s impact is substantially complete. The timing of recognizing revenue is not expected to change for typical net product sales to customers, most existing alliance arrangements as well as royalties and sale-based milestones from out-licensing arrangements. In addition, the timing of recognizing royalties, sales-based milestones and other forms of contingent consideration resulting from the divestiture of businesses is not expected to change.

However, transaction prices are no longer required to be fixed or determinable and certain variable consideration might be recognized prior to the occurrence or resolution of the contingent event to the extent it is probable that a significant reversal in the amount of estimated cumulative revenue will not occur. Certain estimated future royalties and termination fees for licensing rights previously reacquired by alliance partners are expected to be recognized as contract assets upon adoption of the new standard. Refer to the Sanofi and Erbitux* Japan arrangements in "Note 3. Alliances" of the 2016 Form 10-K. As a result of the new guidance and cumulative effect adjustment, revenue and other income is expected to be lower in 2018 by approximately $225 million and $125 million, respectively, compared to what would have been reported under the previous standard.

~~In addition to the items discussed above, the following recently issued accounting standards have not been adopted. Refer to the 2016 Form 10-K for additional information and their potential impacts.~~



~~Accounting Standard Update~~	~~Effective Date~~
~~Recognition and Measurement of Financial Assets and Liabilities~~	~~January 1, 2018~~
~~Definition of a Business~~	~~January 1, 2018~~
~~Leases~~	~~January 1, 2019~~
~~Financial Instruments - Measurement of Credit Losses~~	~~January 1, 2020~~
~~Goodwill Impairment Testing~~	~~January 1, 2020~~

~~Note~~ 2~~. BUSINESS SEGMENT INFORMATION~~

BMS operates in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. A global research and development organization and supply chain organization are responsible for the discovery, development, manufacturing and supply of products. Regional commercial organizations market, distribute and sell the products. The business is also supported by global corporate staff functions. Consistent with BMS’s operational structure, the Chief Executive Officer (“CEO”), as the chief operating decision maker, manages and allocates resources at the global corporate level. Managing and allocating resources at the global corporate level enables the CEO to assess both the overall level of resources available and how to best deploy these resources across functions, therapeutic areas, regional commercial organizations and research and development projects in line with our overarching long-term corporate-wide strategic goals, rather than on a product or franchise basis. The determination of a single segment is consistent with the financial information regularly reviewed by the ~~chief executive officer~~CEO for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. For further information on product and regional revenue, see “—Note 2. Revenue”.

~~Product revenues~~

Use of Estimates and Judgments

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results and trends in these unaudited consolidated financial statements may not be indicative of full year operating results. The preparation of financial statements requires the use of management estimates, judgments and assumptions. The most significant assumptions are estimates used in determining accounting for acquisitions; impairments of intangible assets; charge-backs, cash discounts, sales rebates, returns and other adjustments; legal contingencies; and income taxes. Actual results may differ from estimates.

Certain reclassifications were made to conform the prior period consolidated financial statements to the current period presentation. Upfront and contingent milestone charges in connection with asset acquisitions or licensing of third-party intellectual property rights previously presented in Research and development are now presented in Acquired IPRD in the consolidated statements of earnings. Additionally, Rebates and discounts previously presented in Other changes in operating assets and liabilities in the consolidated statements of cash flows are now presented separately in Rebates and discounts.

Recently Issued Accounting Standards

Business Combinations

In October 2021, the FASB issued amended guidance on accounting for contract assets and contract liabilities from contracts with customers in a business combination. The guidance is intended to address inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized. At the acquisition date, an entity should account for the related revenue contracts in accordance with existing revenue recognition guidance generally by assessing how the acquiree applied recognition and measurement in their financial statements. The amended guidance is effective January 1, 2023 on a prospective basis. Early adoption is permitted.

Fair Value Measurements

In June 2022, the FASB issued amended guidance on measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendment requires the following disclosures for equity securities subject to contractual sale restrictions: the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; the nature and remaining duration of the restriction(s); and the ~~composition~~circumstances that could cause a lapse in the restriction(s). The amended guidance is effective January 1, 2024 on a prospective basis. Early adoption is permitted.

The following table summarizes the disaggregation of ~~total~~revenue by nature:


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Net product sales	$	10,813	$	11,243	$	33,606	$	33,446
Alliance revenues	173		194		560		495
Other revenues	232		187		587		459
Total Revenues	$	11,218	$	11,624	$	34,753	$	34,400

The following table summarizes GTN adjustments:


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Gross product sales	$	17,606	$	17,335	$	51,555	$	49,676
GTN adjustments(a)
Charge-backs and cash discounts	(1,907)		(1,908)		(5,420)		(5,214)
Medicaid and Medicare rebates	(3,295)		(2,625)		(8,003)		(6,482)
Other rebates, returns, discounts and adjustments	(1,591)		(1,559)		(4,526)		(4,534)
Total GTN adjustments	(6,793)		(6,092)		(17,949)		(16,230)
Net product sales	$	10,813	$	11,243	$	33,606	$	33,446

(a) Includes adjustments for provisions for product sales made in prior periods resulting from changes in estimates of $10 million and $207 million for the three and nine months ended September 30, 2022, and $10 million and $282 million for the three and nine months ended September 30, 2021, respectively.

The following table summarizes the disaggregation of revenue by product and region:


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
In-Line Products
Eliquis	$	2,655	$	2,413	9,101		8,091
Opdivo	2,047		1,905		6,033		5,535
Pomalyst/Imnovid	886		851		2,620		2,478
Orencia	883		870		2,551		2,442
Sprycel	560		551		1,587		1,562
Yervoy	523		515		1,563		1,481
Empliciti	73		82		225		253
Mature and other products	441		480		1,338		1,459
Total In-Line Products	8,068		7,667		25,018		23,301
New Product Portfolio
Reblozyl	190		160		518		400
Abecma	107		71		263		95
Zeposia	69		40		171		86
Breyanzi	44		30		127		47
Inrebic	21		22		62		54
Onureg	32		21		87		48
Opdualag	84		—		148		—
Camzyos	5		—		8		—
Sotyktu	1		—		1		—
Total New Product Portfolio	553		344		1,385		730
Total In-Line Products and New Product Portfolio	8,621		8,011		26,403		24,031
Recent LOE Products(a)
Revlimid	2,420		3,347		7,718		9,493
Abraxane	177		266		632		876
Total Recent LOE Products	2,597		3,613		8,350		10,369
Total Revenues	$	11,218	$	11,624	$	34,753	$	34,400

United States	$	7,941	$	7,296	$	23,903	$	21,694
International	3,062		4,052		10,216		12,075
Other(b)	215		276		634		631
Total Revenues	$	11,218	$	11,624	$	34,753	$	34,400

(a) Recent LOE Products include products with significant decline in revenue from the prior reporting period as a result of a loss of exclusivity.

(b) Other revenues ~~were as follows:~~include royalties and alliance-related revenues for products not sold by BMS’s regional commercial organizations.

Revenue recognized from performance obligations satisfied in prior periods was $119 million and $450 million for the three and nine months ended September 30, 2022 and $73 million and $463 million for the three and nine months ended September 30, 2021, respectively, consisting primarily of revised estimates for GTN adjustments related to prior period sales and royalties for out-licensing arrangements.

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Prioritized Brands
Opdivo $ 1,265
$ 920
$ 3,587
$ 2,464
Eliquis 1,232
884
3,509
2,395
Orencia 632
572
1,817
1,640
Sprycel 509
472
1,478
1,330
Yervoy 323
285
975
789
Empliciti 60
41
168
103
Established Brands
Hepatitis C Franchise 73
379
347
1,352
Baraclude 264
306
819
896
Sustiva Franchise 183
275
555
819
Reyataz Franchise 174
238
555
706
Other Brands 539
550
1,517
1,690
Total Revenues $ 5,254
$ 4,922
$ 15,327
$ 14,184

Net product sales $ 4,862
$ 4,492
$ 14,212
$ 12,888
Alliance revenues 334
402
957
1,229
Other revenues 58
28
158
67
Total Revenues $ 5,254
$ 4,922
$ 15,327
$ 14,184

~~Note~~ 3~~. ALLIANCES~~

BMS enters into collaboration arrangements with third parties for the development and commercialization of certain products. Although each of these arrangements is unique in nature, both parties are active participants in the operating activities of the collaboration and ~~are~~ exposed to significant risks and rewards depending on the commercial success of the activities. BMS may either in-license intellectual property owned by the other party or out-license its intellectual property to the other party. These arrangements also typically include research, development, manufacturing, and/or commercial activities and can cover a single investigational compound or commercial product or multiple compounds and/or products in various life cycle stages. The rights and obligations of the parties can be global or limited to geographic regions. ~~We refer~~BMS refers to these collaborations as alliances and ~~our~~its partners as alliance partners. ~~Products sold through alliance arrangements in certain markets include~~ ~~Opdivo~~, ~~Eliquis~~, ~~Orencia~~, ~~Sprycel~~, ~~Yervoy~~, ~~Empliciti~~, ~~Sustiva~~ (Atripla*~~) and certain other brands.~~

Selected financial information pertaining to ~~our~~ alliances was as follows, including net product sales when BMS is the principal in the third-party customer sale for products subject to the alliance. Expenses summarized below do not include all amounts attributed to the activities for the products in the alliance, but only the payments between the alliance partners or the related amortization if the payments were deferred or capitalized.


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Revenues from alliances:
Net product sales	$	2,722	$	2,452	$	9,234	$	8,139
Alliance revenues	173		194		560		495
Total Revenues	$	2,895	$	2,646	$	9,794	$	8,634

Payments to/(from) alliance partners:
Cost of products sold	$	1,328	$	1,181	$	4,456	$	3,924
Marketing, selling and administrative	(53)		(43)		(160)		(140)
Research and development	6		10		40		17
Acquired IPRD	—		—		100		736
Other (income)/expense, net	(18)		1		(41)		(18)

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Revenues from alliances:
Net product sales $ 1,764
$ 1,465
$ 5,045
$ 4,031
Alliance revenues 334
402
957
1,229
Total Revenues $ 2,098
$ 1,867
$ 6,002
$ 5,260

Payments to/(from) alliance partners:
Cost of products sold $ 678
$ 572
$ 1,969
$ 1,543
Marketing, selling and administrative (16 ) (3 ) (39 ) (10 )
Research and development (12 ) (7 ) (6 ) 23
Other (income)/expense (151 ) (160 ) (545 ) (864 )

Noncontrolling interest, pretax 4
3
9
13


Dollars in Millions	September 30, 2022		December 31, 2021
Selected Alliance Balance Sheet information:
Receivables – from alliance partners	$	281	$	320
Accounts payable – to alliance partners	1,242		1,229
Deferred income – from alliances(a)	304		330

(a) Includes unamortized upfront and milestone payments.

Selected Alliance Balance Sheet information:
Dollars in Millions September 30,
2017 December 31,
2016
Receivables - from alliance partners $ 878
$ 903
Accounts payable - to alliance partners 634
555
Deferred income from alliances^(a)
1,060
1,194

~~Includes unamortized upfront, milestone and other licensing proceeds, revenue deferrals attributed to~~ Atripla* ~~and undelivered elements of diabetes business divestiture proceeds. Amortization of deferred income (primarily related to alliances) was $59 million and~~ ~~$193 million~~ ~~for the nine months ended September 30, 2017 and 2016, respectively.~~

~~Specific information pertaining to each of our significant alliances is discussed in our 2016 Form 10-K, including their~~The nature, ~~and~~ purpose, ~~the~~ significant rights and obligations of the parties and specific accounting policy ~~elections.~~elections for each of the Company's significant alliances are discussed in the 2021 Form 10-K. Significant developments and updates related to alliances during the nine months ended September 30, ~~2017~~2022, and 2021 are set forth below.

~~AstraZeneca~~BridgeBio

BMS received $100 million from AstraZeneca as additional contingent consideration for the diabetes business divestiture upon achievement of a regulatory approval milestone in the first quarter of 2017 (included in other income).

In ~~the first quarter of 2017,~~May 2022, BMS ~~discontinued development of FS102 (an anti-HER2 antibody fragment) which was~~and BridgeBio commenced an exclusive global collaboration to develop and commercialize BBP-398, a SHP2 inhibitor, in Phase I development for the treatment of breast and gastric cancer. BMS will not exercise its option to purchase F-Star Alpha which was previously consolidated by BMS as a variable interest entity. As a result, an IPRD charge of $75 million wasoncology. The transaction included ~~in R&D expense and attributed to noncontrolling interest in the first quarter of 2017.~~

~~Note 4. ACQUISITIONS, DIVESTITURES AND LICENSING ARRANGEMENTS~~

In the third quarter of 2017, BMS acquired all of the outstanding shares of IFM, a private biotechnology company focused on developing therapies that modulate novel targets in the innate immune system to treat cancer, autoimmunity and inflammatory diseases. The acquisition provides BMS with full rights to IFM's preclinical STING and NLRP3 agonist programs focused on enhancing the innate immune response for treating cancer. The consideration includes an upfront payment of ~~$300~~$90 million, ~~and~~which was expensed to Acquired IPRD during the second quarter of 2022. BridgeBio is eligible to receive contingent development, regulatory and sales-based ~~milestone payments of~~milestones up to ~~$1.0 billion~~$815 million, as well as royalties on global net sales, excluding certain markets. BridgeBio is responsible for funding and completing ongoing BBP-398 Phase I monotherapy and combination therapy trials. BMS will lead and fund all other development and commercial activities. BridgeBio has an option to co-develop BBP-398 and receive higher royalties in the ~~first product~~U.S.

In April 2022, BMS and Nektar announced that the companies have jointly decided to end the global clinical development program for bempegaldesleukin in combination with Opdivo based on results from ~~each~~pre-planned analyses of two late-stage clinical studies in RCC and bladder cancer. These studies and all other ongoing studies in the two programs and additional contingent milestone payments of up to $555 million for any subsequent products from these programs. No significant IFM processes were acquired, therefore the transaction was accounted for as an asset acquisition because IFM was determined not to be a business as that term is defined in ASC 805 - Business Combinations. BMS also paid $25 million for certain negotiation rights to collaborate, license or acquire an NLRP3 antagonist program from a newly formed entity established by the former shareholders of IFM. The transactions resulted in $310 million of R&D expense and $15 million of deferred tax assets for net operating losses and tax credit carryforwards.are being discontinued.

In the second quarter of ~~2017,~~2021, BMS and Eisai commenced an exclusive global strategic collaboration for the co-development and co-commercialization of MORAb-202, a ~~$100 million milestone was achieved~~selective folate receptor alpha antibody-drug conjugate being investigated in endometrial, ovarian, lung and ~~paid to former stockholders of Flexus as additional contingent consideration following the commencement of a~~breast cancers. MORAb-202 is currently in Phase I/II clinical ~~study~~trials for solid tumors.

BMS and Eisai will jointly develop and commercialize MORAb-202 in the U.S., Canada, Europe, Japan, China and certain other countries in the Asia-Pacific region (the “collaboration territory”). Eisai is responsible for the global manufacturing and supply. Profits, research and development and commercialization costs are shared in the collaboration territories. BMS is responsible for development and commercialization outside of ~~an anti-cancer IDO inhibitor.~~the collaboration territory and will pay a royalty on those sales.

A $650 million up-front collaboration fee was expensed to Acquired IPRD during the second quarter of 2021. BMS is also obligated to pay up to $2.5 billion upon the achievement of contingent development, regulatory and sales-based milestones.

Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

On August 17, 2022, BMS acquired Turning Point for $4.1 billion of cash (or $3.3 billion net of cash acquired). Turning Point is a clinical-stage precision oncology company with a pipeline of investigational medicines designed to target the common mutations and alterations that drive cancer growth. The ~~additional consideration was included in R&D expense as the Flexus~~ acquisition ~~in 2015~~provides BMS rights to Turning Point's lead asset, repotrectinib, and other clinical and pre-clinical stage assets. The transaction was accounted for as ~~an asset acquisition.~~a business combination requiring all assets acquired and liabilities assumed to be recognized at their fair value as of the acquisition date.

InThe total consideration for the ~~second quarter~~acquisition consisted of ~~2017,~~the following:


Dollars in Millions	Total Consideration
Cash consideration for outstanding shares	$	3,811
Cash consideration for equity awards	302
Consideration paid	4,113
Less: Unvested stock awards (a)	153
Total consideration to be allocated	$	3,960

(a) Includes unvested equity awards of $73 million expensed in Marketing, selling, and administrative and $80 million expensed in Research and development during the three months ended September 30, 2022.

The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the acquisition date based upon their respective fair values summarized below:


Dollars in Millions	Purchase Price Allocation
Cash and cash equivalents	$	795
Other current assets	14
Intangible assets (a)	2,971
Deferred income tax assets	229
Other non-current assets	10
Deferred income tax liabilities	(643)
Other current liabilities	(111)
Identifiable net assets acquired	$	3,265
Goodwill (b)	695
Total consideration allocated	$	3,960

(a) Intangible assets primarily consist of IPRD allocated to repotrectinib ($2.8 billion), a ~~$100 million milestone was achieved~~potential best-in-class tyrosine kinase inhibitor targeting the ROS1 and ~~paid to former stockholders of Cardioxyl as additional contingent consideration following the commencement of~~NTRK oncogenic drivers in NSCLC and other advanced solid tumors. Repotrectinib is currently in registrational Phase II study in adults and a Phase I/II ~~clinical~~ study in pediatric patients. The estimated fair value of ~~a cardiovascular Nitroxyl Donor.~~ IPRD assets was determined using an income approach valuation method.

(b) Goodwill resulted primarily from the recognition of deferred tax liabilities and is not deductible for tax purposes.

The ~~additional consideration was~~results of Turning Point's operations were included in ~~R&D~~ the consolidated financial statements commencing August 18, 2022, and were not material. Historical financial results of the acquired entity were not significant.

The following table summarizes the financial impact of divestitures including royalties, which are included in Other (income)/expense, ~~as the Cardioxyl acquisition~~net. Revenue and pretax earnings related to all divestitures were not material in ~~2015 was accounted for as an asset acquisition.~~all periods presented (excluding divestiture gains or losses).


	Three Months Ended September 30,
	Net Proceeds(a)				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	2022		2021		2022		2021		2022		2021
Diabetes Business	$	205	$	153	$	—	$	—	$	(205)	$	(159)



Mature Products and Other	1		35		—		2		—		(1)
Total	$	206	$	188	$	—	$	2	$	(205)	$	(160)


	Nine Months Ended September 30,
	Net Proceeds(a)				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	2022		2021		2022		2021		2022		2021
Diabetes Business	$	562	$	449	$	—	$	—	$	(595)	$	(445)



Mature Products and Other	229		121		(211)		(9)		(2)		(2)
Total	$	791	$	570	$	(211)	$	(9)	$	(597)	$	(447)

~~Divestitures~~(a) Includes royalties received subsequent to the related sale of the asset or business.

~~SK Biotek~~

Mature Products and Other

Manufacturing Operations

In ~~the second quarter of 2017,~~May 2022, BMS agreed to sell its ~~small molecule active pharmaceutical ingredient~~ manufacturing ~~operations~~facility in ~~Swords, Ireland~~Syracuse, New York to SK Biotek. The divestiture includes the transfer of the facility, the majority of employees at the site, inventories and certain third-party contract manufacturing obligations. The purchase price is expected to beLOTTE Corporation for approximately ~~$140 million subject to inventory levels on the date of closing.~~$170 million. The transaction is expected to close induring the ~~fourth~~first quarter of ~~2017~~2023, subject to ~~SK Biotek's receipt of~~ certain ~~environmental permits~~regulatory approvals and other ~~customary~~ closing conditions and will be accounted for as a sale of a business. ~~Net assets of approximately $140 million were~~The business was accounted for as held-for-sale and its assets were reduced to the estimated relative fair value resulting in a $43 million impairment charge recorded to Cost of products sold during the second quarter of 2022. Assets and liabilities reclassified to held-for-sale and included within Other current assets and Other current liabilities were $155 million and $6 million, respectively, as of September 30, ~~2017, consisting primarily~~2022.

Other

During the first quarter of ~~inventories~~2022, product rights to several mature products were sold to Cheplapharm, resulting in cash proceeds of $221 million and ~~property, plant~~a divestiture gain of $211 million.

Licensing and ~~equipment,~~Other Arrangements

The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties and ~~were~~milestones for products that have not obtained commercial approval, which are included in ~~prepaid expenses~~Other (income)/expense, net.


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Keytruda* royalties	$	(268)	$	(215)	$	(732)	$	(611)
Tecentriq* royalties	(24)		(22)		(68)		(67)

Contingent milestone income	—		(10)		(46)		(12)
Amortization of deferred income	(18)		3		(41)		(27)
Biohaven sublicense income	(55)		—		(55)		—
Other royalties and licensing income	(9)		(21)		(25)		(33)
Total	$	(374)	$	(265)	$	(967)	$	(750)

In-license Arrangements

Immatics

During the first quarter of 2022, BMS obtained a global exclusive license to Immatics’ TCR bispecific IMA401 program. IMA401 is being studied in oncology and ~~other.~~a Clinical Trial Application has been approved by the German federal regulatory authority. The ~~assets were reduced~~trial commenced in May 2022. BMS and Immatics collaborate on the development and BMS will be responsible for the commercialization of IMA401 worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. Immatics has the option to ~~their estimated relative fair value after considering~~co-fund U.S. development in exchange for enhanced U.S. royalty payments and/or to co-promote IMA401 in the ~~purchase price~~U.S. The transaction included an upfront payment of $150 million which was expensed to Acquired IPRD in the first quarter of 2022. Immatics is eligible to receive contingent development, regulatory and sales-based milestones of up to $770 million as well as royalties on global net sales.

Dragonfly

During the first quarter of 2022, a Phase I development milestone for interlukin-12 (“IL-12”) was achieved resulting in a $175 million payment to Dragonfly and an Acquired IPRD charge. The parties also amended the terms of three future milestones by requiring the achievement of certain criteria by specified dates unless BMS notifies Dragonfly that it will discontinue development of IL-12. These milestones continue to be considered substantive and contingent because the decision to proceed will be based on an assessment of clinical data prior to the specified dates.

Agenus

During the third quarter of 2021, BMS obtained a global exclusive license to Agenus’ proprietary AGEN1777 bispecific antibody program that blocks TIGIT and an additional target. AGEN1777 is being studied in oncology and a Phase I clinical trial was initiated in October 2021. BMS will be responsible for the development and any subsequent commercialization of AGEN1777 and its related products worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. The transaction included an upfront payment of $200 million expensed to Acquired IPRD for the third quarter of 2021. Agenus is eligible to receive contingent development, regulatory and sales-based milestones up to $1.4 billion as well as royalties on global net sales.

Other

Royalty Extinguishment

In April 2022, BMS amended the terms of a license arrangement and paid a third party $295 million to extinguish a future royalty obligation related to mavacamten, prior to its FDA approval in April 2022, resulting in an ~~impairment~~Acquired IPRD charge during the second quarter of ~~$128 million~~2022.

Note 5. OTHER (INCOME)/EXPENSE, NET


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Interest expense	$	299	$	328	$	938	$	1,011
Royalties and licensing income	(579)		(425)		(1,564)		(1,197)
Equity investment losses/(income)	14		(465)		966		(1,214)
Integration expenses	114		141		343		434
Contingent consideration	—		—		1		(510)
Loss on debt redemption	—		—		266		281
Provision for restructuring	17		27		60		150
Litigation and other settlements	44		13		32		49



Divestiture losses/(gains)	—		2		(211)		(9)




Other	(49)		(30)		(38)		(108)
Other (income)/expense, net	$	(140)	$	(409)	$	793	$	(1,113)

Note 6. RESTRUCTURING

Celgene Acquisition Plan

In 2019, a restructuring and integration plan was implemented as an initiative to realize sustainable run rate synergies resulting from cost savings and avoidance from the Celgene acquisition that ~~was included~~are currently expected to be approximately $3.0 billion. The synergies are expected to be realized in ~~cost~~Cost of products sold in(5%), Marketing, selling and administrative expenses (65%) and Research and development expenses (30%). Charges of approximately $3.5 billion are expected to be incurred including cash outlays of approximately $3.1 billion. Cumulative charges of approximately $3.0 billion have been recognized to date including integration planning and execution expenses, employee termination benefit costs and accelerated stock-based compensation, contract termination costs and other shutdown costs associated with site exits. The remaining charges are primarily related to IT system integration which are expected to be incurred through 2024. Employee workforce reductions were approximately 150 and 320 for the nine months ended September 30, ~~2017. SK Biotek will provide certain manufacturing services for BMS through 2022. Revenues~~2022 and ~~pretax earnings related~~2021, respectively.

Other Restructuring

Restructuring and integration plans were initiated to ~~this operation were not material in 2017~~realize expected cost synergies resulting from cost savings and ~~2016 (excluding the impairment charge).~~

~~Licensing Arrangements~~

~~Halozyme~~

In the third quarter of 2017, BMS and Halozyme announced a global collaboration and license agreement to develop subcutaneously administered BMS IO medicines using Halozyme's ENHANZE* drug-delivery technology. This technology may allow for more rapid delivery of large volume injectable medications, such as medications that are currently delivered intravenously, through subcutaneous delivery. BMS agreed to pay $105 million to Halozyme for access to the technology which will be included in R&D expense in the fourth quarter of 2017. BMS has designated multiple IO targets, including PD-1, to develop using the ENHANZE* technology and has an option to select additional targets within five yearsavoidance from the ~~effective date up to a maximum~~Turning Point acquisition on August 17, 2022, and the MyoKardia acquisition in 2020. Charges of ~~11 targets. BMS may pay up to $160~~approximately $250 million upon achievement of contingent development, regulatory and sales-based milestone events for each of the nominated collaboration targets, additional milestone payments for combination products and future royalties on sales of products using the ENHANZE* technology. The agreement is subject to obtaining customary regulatory and antitrust approvals.

~~CytomX~~

In the second quarter of 2017, BMS expanded its strategic collaboration with CytomX to discover novel therapies using CytomX’s proprietary Probody platform. As part of the original May 2014 collaboration to discover, develop and commercialize Probody therapeutics, BMS selected four oncology targets, including CTLA-4. Pursuant to the expanded agreement, CytomX will grant BMS exclusive worldwide rights to develop and commercialize Probody therapeutics for up to eight additional targets. BMS paid CytomX $75 million for the rights to the initial four targets which was expensed as R&D prior to 2017. BMS paid $200 million to CytomX for access to the additional targets which was included in R&D expense in the second quarter of 2017. BMS will also reimburse CytomX for certain research costs over the collaboration period, pay up to $448 million upon achievement of contingent development, regulatory and sales milestone events for each collaboration target and future royalties if a product is approved and commercialized.

~~Biogen~~

In the second quarter of 2017, BMS out-licensed to Biogen exclusive rights to develop and commercialize BMS-986168, an anti-eTau compound in development for Progressive Supranuclear Palsy. Biogen paid $300 million to BMS which was included in other income in the second quarter of 2017 as BMS has no further performance obligations as part of the agreement. BMS is also entitled to contingent development, regulatory and sales based milestone payments of up to $410 million if achieved as well as future royalties if the product is ultimately approved and commercialized. BMS originally acquired the rights to this compound in 2014 through its acquisition of iPierian. Biogen assumed all of BMS’s remaining obligations to the former stockholders of iPierian.

~~Roche~~

In the second quarter of 2017, BMS out-licensed to Roche exclusive rights to develop and commercialize BMS-986089, an anti-myostatin adnectin in development for Duchenne Muscular Dystrophy. Roche paid $170 million to BMS which was included in other income in the second quarter of 2017 as BMS has no further performance obligations as part of the agreement. BMS will also be entitled to contingent development and regulatory milestone payments of up to $205 million if achieved and future royalties if the product is ultimately approved and commercialized.

~~Note~~ 5~~. OTHER (INCOME)/EXPENSE~~

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Interest expense $ 48
$ 42
$ 145
$ 127
Investment income (37 ) (32 ) (104 ) (81 )
Provision for restructuring 28
19
207
41
Litigation and other settlements^(a)
—
(1 ) (489 ) 48
Equity in net income of affiliates (21 ) (19 ) (59 ) (65 )
Divestiture (gains)/losses 1
(21 ) (126 ) (574 )
Royalties and licensing income^(b)
(209 ) (158 ) (1,093 ) (579 )
Transition and other service fees (12 ) (57 ) (32 ) (184 )
Pension charges 22
19
91
66
Intangible asset impairments —
—
—
15
Equity investment impairment —
—
—
45
Loss on debt redemption —
—
109
—
Other (11 ) (16 ) (26 ) (57 )
Other (income)/expense $ (191 ) $ (224 ) $ (1,377 ) $ (1,198 )


~~(a)~~	~~Includes BMS's share of a patent-infringement litigation settlement of $481 million related to Merck's PD-1 antibody~~ Keytruda* ~~in the nine months ended September 30, 2017.~~


~~(b)~~	~~Includes upfront licensing fees of $470 million from Biogen and Roche in the nine months ended September 30, 2017.~~

~~Note 6. RESTRUCTURING~~

In October 2016, the Company announced a restructuring plan to evolve and streamline its operating model and expects to incur charges in connection with employee workforce reductions and early site exits. The majority of the charges are expected to be incurred through ~~2020, range between $1.5 billion to $2.0 billion~~the end of 2023, and consist of integration planning and execution expenses, employee termination benefit costs ~~contract termination costs, plant and equipment accelerated depreciation and impairment charges~~ and other ~~site shutdown~~ costs. ~~Cash outlays in connection with these actions are expected to be approximately 40% to 50%~~Cumulative charges of ~~the total charges. Charges of $631~~$151 million have been recognized for these actions ~~since~~to date.

The following provides the ~~announcement ($82~~charges related to restructuring initiatives by type of cost:


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Celgene Acquisition Plan	$	102	$	153	$	375	$	526
Other Restructuring	29		18		34		74

Total charges	$	131	$	171	$	409	$	600

Employee termination costs	$	16	$	24	$	57	$	143
Other termination costs	1		3		3		7
Provision for restructuring	17		27		60		150
Integration expenses	114		141		343		434
Accelerated depreciation	—		—		6		—
Asset impairments	—		—		—		24
Other shutdown costs, net	—		3		—		(8)
Total charges	$	131	$	171	$	409	$	600

Cost of products sold	$	—	$	—	$	—	$	24
Marketing, selling and administrative	—		1		6		1

Other (income)/expense, net	131		170		403		575
Total charges	$	131	$	171	$	409	$	600

The following summarizes the charges and spending related to restructuring plan activities:


	Nine Months Ended September 30,
Dollars in Millions	2022		2021
Beginning balance	$	101	$	148
Provision for restructuring(a)	60		138
Foreign currency translation and other	(10)		(4)
Payments	(106)		(170)
Ending Balance	$	45	$	112

(a) Includes a reduction of the liability resulting from changes in estimates of $6 million and ~~$534~~$17 million for the three and nine months ended September 30, 2017, respectively). These charges include an impairment charge for the manufacturing operations in Swords, Ireland discussed in "—Note 4. Acquisitions, Divestitures and Licensing Arrangements." Restructuring charges are recognized upon meeting certain criteria, including finalization of committed plans, reliable estimates and discussions with local works councils in certain markets.

Other restructuring charges recognized prior to the above actions were primarily related to specialty care transformation initiatives designed to create a more simplified organization across all functions and geographic markets. In addition, accelerated depreciation and other charges were incurred in connection with the expected early exits of a manufacturing site in Ireland and R&D site in the U.S.

~~Employee workforce reductions were approximately 1,200 and 500~~ for the nine months ended September 30, ~~2017~~2022 and ~~2016, respectively, across all geographic regions~~2021, respectively. Excludes $12 million for ~~manufacturing, marketing, selling, administrative and R&D personnel.~~

~~The following tables summarize the charges and activity related to the restructuring actions:~~

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Employee termination costs $ 18
$ 17
$ 190
$ 32
Other termination costs 10
2
17
9
Provision for restructuring 28
19
207
41
Accelerated depreciation 64
15
216
42
Asset impairments 1
—
144
—
Other shutdown costs —
6
3
13
Total charges $ 93
$ 40
$ 570
$ 96

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Cost of products sold $ 1
$ 7
$ 131
$ 15
Research and development 64
14
232
40
Other (income)/expense 28
19
207
41
Total charges $ 93
$ 40
$ 570
$ 96

Nine Months Ended September 30,
Dollars in Millions 2017 2016
Liability at January 1 $ 114
$ 125
Charges 233
48
Change in estimates (26 ) (7 )
Provision for restructuring 207
41
Foreign currency translation 17
2
Spending (179 ) (88 )
Liability at September 30 $ 159
$ 80

~~Note 7. INCOME TAXES~~

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Earnings Before Income Taxes $ 1,183
$ 1,559
$ 4,433
$ 4,829
Provision for Income Taxes 327
344
1,129
1,220
Effective Tax Rate 27.6 % 22.1 % 25.5 % 25.3 %

The effective tax rate is lower than the U.S. statutory rate of 35% which is primarily attributable to undistributed earnings of certain foreign subsidiaries in low tax jurisdictions that have been considered or are expected to be indefinitely reinvested offshore. These undistributed earnings primarily relate to operations in Switzerland, Ireland and Puerto Rico. If these undistributed earnings are repatriated to the U.S. in the future, or if it were determined that such earnings are to be remitted in the foreseeable future, additional tax provisions would be required. Due to complexities in the tax laws and assumptions that would have to be made, it is not practicable to estimate the amounts of income taxes that would have to be provided. Reforms to U.S. tax laws related to foreign earnings have been proposed and if adopted, may increase taxes, which could reduce the results of operations and cash flows. BMS operates under a favorable tax grant in Puerto Rico not scheduled to expire prior to 2023.

~~Jurisdictional tax rates and other tax impacts attributed to R&D charges, divestiture transactions and other discrete pretax items increased the effective tax rate by 3.7% and 3.1% in~~ the nine months ended September 30, ~~2017 and 2016, respectively, including non-deductible R&D asset acquisition charges and goodwill allocated~~2021 of accelerated stock-based compensation relating to ~~business divestitures. The tax impact for discrete items~~the Celgene Acquisition Plan.

Note 7. INCOME TAXES


	Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in Millions	2022			2021			2022			2021
Earnings Before Income Taxes	$	2,209		$	2,157		$	5,854		$	6,240
Provision for Income Taxes	601			605			1,534			1,598
Effective Tax Rate	27.2		%	28.0		%	26.2		%	25.6		%

Income taxes in interim periods are ~~reflected immediately and are not considered in estimating~~determined based on the estimated annual effective tax ~~rate.~~

rates and the tax impact of discrete items that are reflected immediately. The ~~adoption~~effective tax rates in 2022 and 2021 were impacted by low jurisdictional tax rates attributed to the unwinding of ~~the amended guidance for intra-entity transfers of assets other than~~ inventory fair value adjustments, intangible asset amortization, and ~~share-based payment transactions reduced~~contingent value rights fair value adjustments that were not taxable in 2021. Additional changes to the effective tax rate ~~by 2.1%~~may occur in future periods due to various reasons, including changes to the ~~nine months ended September 30, 2017. Refer~~estimated pretax earnings mix and tax reserves and revised interpretations or changes to ~~"—Note 1. Basis of Presentation and Recently Issued Accounting Standards" for additional information.~~the relevant tax code.

BMS is currently under examination by a number of tax authorities which have proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses.

It is reasonably possible that ~~new issues will be raised by tax authorities which may require adjustments to~~ the amount of unrecognized tax ~~benefits; however, an estimate~~benefits as of ~~such adjustments cannot reasonably be made at this time.~~

~~It is also reasonably possible that the total amount of unrecognized tax benefits at~~ September 30, ~~2017~~2022 could decrease in the range of approximately ~~$255~~$480 million to ~~$315~~$530 million in the next twelve months as a result of the settlement of certain tax audits and other events. The expected change in unrecognized tax benefits may result in the payment of additional taxes, adjustment of certain deferred taxes and/or recognition of tax benefits.

BMS is currently under examination by a number of tax authorities, which have proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. As previously disclosed, BMS received several notices of proposed adjustments from the IRS related to transfer pricing and other tax positions for the 2008 to 2012 tax years. BMS disagrees with the IRS’s positions and continues to work cooperatively with the IRS to resolve these open tax audits. It is reasonably possible that new issues will be raised by tax authorities that may increase unrecognized tax benefits; however, an estimate of such increases cannot reasonably be made at this time. BMS believes that it has adequately provided for all open tax years by tax jurisdiction.

Note 8.8. EARNINGS PER SHARE


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions, Except Per Share Data	2022		2021		2022		2021
Net Earnings Attributable to BMS Used for Basic and Diluted EPS Calculation	$	1,606	$	1,546	$	4,305	$	4,622

Weighted-Average Common Shares Outstanding – Basic	2,133		2,219		2,137		2,227
Incremental Shares Attributable to Share-Based Compensation Plans	15		24		17		26
Weighted-Average Common Shares Outstanding – Diluted	2,148		2,243		2,154		2,253

Earnings per Common Share
Basic	$	0.75	$	0.70	$	2.01	$	2.08
Diluted	0.75		0.69		2.00		2.05

The total number of potential shares of common stock excluded from the diluted earnings per common share computation because of the antidilutive impact was not material for the three and nine months ended September 30, 2022 and 2021.

Three Months Ended September 30, Nine Months Ended September 30,
Amounts in Millions, Except Per Share Data 2017 2016 2017 2016
Net Earnings Attributable to BMS used for Basic and Diluted EPS Calculation $ 845
$ 1,202
$ 3,335
$ 3,563

Weighted-average common shares outstanding – basic 1,639
1,671
1,648
1,670
Incremental shares attributable to share-based compensation plans 6
8
7
9
Weighted-average common shares outstanding – diluted 1,645
1,679
1,655
1,679

Earnings per Common Share:
Basic $ 0.52
$ 0.72
$ 2.02
$ 2.13
Diluted $ 0.51
$ 0.72
$ 2.02
$ 2.12

Note 9.9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:


	September 30, 2022						December 31, 2021
Dollars in Millions	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash and cash equivalents - money market and other securities	$	—	$	4,667	$	—	$	—	$	12,225	$	—
Marketable debt securities:
Certificates of deposit	—		1,080		—		—		2,264		—
Commercial paper	—		168		—		—		320		—
Corporate debt securities	—		45		—		—		403		—
Derivative assets	—		1,058		8		—		206		12
Equity investments	426		493		—		1,910		109		—
Derivative liabilities	—		81		—		—		25		—
Contingent consideration liability:
Contingent value rights	6		—		—		8		—		—
Other acquisition related contingent consideration	—		—		32		—		—		35

September 30, 2017 December 31, 2016
Dollars in Millions Level 1 Level 2 Level 1 Level 2
Cash and cash equivalents - Money market and other securities $ —
$ 3,915
$ —
$ 3,532
Marketable securities:
Certificates of deposit —
176
—
27
Commercial paper —
977
—
750
Corporate debt securities —
3,725
—
3,947
Equity funds —
119
—
101
Fixed income funds —
7
—
7
Derivative assets —
31
—
75
Equity investments 90
—
24
—
Derivative liabilities —
(63 ) —
(30 )

As further described in ~~"Note~~“Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value ~~Measurements"~~Measurements” in ~~our 2016~~the Company’s 2021 Form 10-K, ~~our~~the Company’s fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs),; (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs). ~~There~~The fair value of equity investments is adjusted for characteristics specific to the security and is not adjusted for contractual sale restrictions. Equity investments subject to contractual sale restrictions were ~~no Level 3 financial assets or liabilities~~not material as of September 30, ~~2017~~2022 and December 31, ~~2016.~~2021. The restrictions will expire by April 2023.

~~Available-for-sale~~

Contingent consideration obligations are recorded at their estimated fair values and these obligations are revalued each reporting period until the related contingencies are resolved. The contingent value rights are adjusted to fair value using the traded price of the securities at the end of each reporting period. The fair value measurements for other contingent consideration liabilities are estimated using probability-weighted discounted cash flow approaches that are based on significant unobservable inputs related to product candidates acquired in business combinations and are reviewed quarterly. These inputs include, as applicable, estimated probabilities and timing of achieving specified development and regulatory milestones and the discount rate used to calculate the present value of estimated future payments. Significant changes which increase or decrease the probabilities of achieving the related development and regulatory events or shorten or lengthen the time required to achieve such events would result in corresponding increases or decreases in the fair values of these obligations.

Marketable Debt Securities and Equity Investments

The following table summarizes ~~available-for-sale~~marketable debt securities:


	September 30, 2022								December 31, 2021
Dollars in Millions	Amortized Cost		Gross Unrealized						Amortized Cost		Gross Unrealized
			Gains		Losses		Fair Value				Gains		Losses		Fair Value
Certificates of deposit	$	1,080	$	—	$	—	$	1,080	$	2,264	$	—	$	—	$	2,264
Commercial paper	168		—		—		168		320		—		—		320
Corporate debt securities	45		—		—		45		401		2		—		403
Total marketable debt securities(a)	$	1,293	$	—	$	—	$	1,293	$	2,985	$	2	$	—	$	2,987

September 30, 2017 December 31, 2016
Dollars in Millions Amortized Cost Gross Unrealized Amortized Cost Gross Unrealized
Gains Losses Fair Value Gains Losses Fair Value
Certificates of deposit $ 176
$ —
$ —
$ 176
$ 27
$ —
$ —
$ 27
Commercial paper 977
—
—
977
750
—
—
750
Corporate debt securities 3,713
15
(3 ) 3,725
3,945
10
(8 ) 3,947
Equity investments 57
34
(1 ) 90
31
—
(7 ) 24
$ 4,923
$ 49
$ (4 ) $ 4,968
$ 4,753
$ 10
$ (15 ) $ 4,748

Financial assets measured using the fair value option
Equity and fixed income funds^(a)
126
108
Total $ 5,094
$ 4,856
(a) All marketable debt securities mature within one year as of September 30, 2022, and December 31, 2021.

12The following summarizes the carrying amount of equity investments:


Dollars in Millions	September 30, 2022		December 31, 2021
Equity investments with readily determinable fair values	$	919	$	2,019
Equity investments without readily determinable fair values	505		283
Limited partnerships and other equity method investments	535		666
Total equity investments	$	1,959	$	2,968

The following summarizes the activity related to equity investments. Changes in fair value of equity investments are included in Other (income)/expense, net.

Dollars in Millions September 30,
2017 December 31,
2016
Current marketable securities $ 2,478
$ 2,113
Non-current marketable securities^(b)
2,526
2,719
Other assets^(c)
90
24
Total $ 5,094
$ 4,856


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Equity investments with readily determined fair values(a)
Net loss/(gain) recognized	$	75	$	22	$	927	$	(93)
Net (gain)/loss recognized on investments sold	(1)		3		(17)		5
Net unrealized loss/(gain) recognized on investments still held	76		19		944		(98)

Equity investments without readily determinable fair values
Upward adjustments	(64)		(447)		(70)		(908)
Impairments and downward adjustments	—		—		2		1
Cumulative upward adjustments					(173)
Cumulative impairments and downward adjustments					52

Equity in net loss/(income) of affiliates	3		(40)		107		(214)

(a) Certain prior year amounts have been reclassified to conform to the current year's presentation.

Qualifying Hedges and Non-Qualifying Derivatives

~~The following table summarizes the fair value of outstanding derivatives:~~

September 30, 2017 December 31, 2016

Asset^(a)

Liability^(b)

Asset^(a)

Liability^(b)
Dollars in Millions Notional Fair Value Notional Fair Value Notional Fair Value Notional Fair Value
Derivatives designated as hedging instruments:
Interest rate swap contracts $ —
$ —
$ 755
$ (3 ) $ 750
$ 1
$ 755
$ (3 )
Forward starting interest rate swap contracts —
—
—
—
500
8
250
(11 )
Foreign currency forward contracts 1,351
25
548
(28 ) 967
66
198
(9 )

Derivatives not designated as hedging instruments:
Foreign currency forward contracts 322
6
1,183
(32 ) 106
—
360
(7 )

Cash Flow Hedges — Foreign currency forward contracts are used to hedge certain forecasted intercompany inventory purchases and sales transactions and certain foreign currency transactions. The fair value for contracts designated as cash flow hedges is temporarily reported in Accumulated other comprehensive loss and included in earnings when the hedged item affects earnings. The net gain or loss on foreign currency forward contracts is expected to be reclassified to net earnings (primarily included in Cost of products sold) within the next 24 months. The notional amount of outstanding foreign currency forward contracts was primarily attributed to the euro ~~($2.2 billion)~~of $5.1 billion and Japanese yen ~~($586 million) at~~of $1.4 billion as of September 30, ~~2017.~~2022.

During the three months ended September 30, 2022, BMS ~~terminated forward starting~~entered into cross-currency interest rate swap contracts to hedge exposure to foreign currency exchange rate risk associated with its long-term debt denominated in euros. These contracts convert interest payments and principal repayment of the long-term debt to U.S. dollars from euros and are designated as cash flow hedges. The unrealized gains and losses on these contracts are reported in Accumulated other comprehensive loss and reclassified to Other (income)/expense, net, in the ~~first quarter~~same periods during which the hedged debt affects earnings. The notional amount of ~~2017 with an aggregate notional~~cross-currency interest rate swap contracts was €575 million ($584 million) as of September 30, 2022.

Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring within 60 days after the originally forecasted date or when the hedge is no longer effective. Assessments to determine whether derivatives designated as qualifying hedges are highly effective in offsetting changes in the cash flows of hedged items are performed at inception and on a quarterly basis. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not material during all periods presented. Foreign currency forward contracts not designated as hedging instruments are used to offset exposures in certain foreign currency denominated assets, liabilities and earnings. Changes in the fair value of ~~$750 million. The proceeds and related gain were not material.~~these derivatives are recognized in earnings as they occur.

Net Investment Hedges — Non-U.S. dollar borrowings of ~~€950~~€375 million ($~~1.1 billion)~~368 million) as of September 30, 2022, are designated as net investment hedges to hedge euro currency exposures of the net investment in certain foreign ~~affiliates.~~affiliates and are recognized in long-term debt. The effective portion of foreign exchange gain on the remeasurement of euro debt was included in the foreign currency translation component of Accumulated other comprehensive loss with the related offset in long-term debt.

~~Fair Value Hedges —~~Cross-currency interest rate swap contracts of $1.4 billion as of September 30, 2022, are designated to hedge certain currency exposures of BMS’s net investment in its foreign subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of Accumulated other comprehensive loss with a related offset in Other current and Other non-current assets or Other current and Other non-current liabilities. The notional amount of ~~fixed-to-floating~~outstanding cross-currency interest rate swaps was primarily attributed to the Japanese yen of $686 million and euro of $584 million as of September 30, 2022.

Fair Value Hedges — Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. The effective interest rate for the contracts is one-month LIBOR (3.14% as of September 30, 2022) plus an interest rate spread of 4.6%. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability on the consolidated balance sheet. As a result, there was no net impact in earnings. If the underlying swap is terminated ~~was $500 million~~prior to maturity, then the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.

The following table summarizes the fair value of outstanding derivatives:


	September 30, 2022								December 31, 2021
	Asset(a)				Liability(b)				Asset(a)				Liability(b)
Dollars in Millions	Notional		Fair Value		Notional		Fair Value		Notional		Fair Value		Notional		Fair Value
Derivatives designated as hedging instruments:
Interest rate swap contracts	$	—	$	—	$	255	$	(19)	$	255	$	10	$	—	$	—
Cross-currency interest rate swap contracts	1,411		136		584		(43)		600		26		—		—
Foreign currency forward contracts	7,978		882		145		(8)		3,587		161		1,814		(20)

Derivatives not designated as hedging instruments:
Foreign currency forward contracts	1,628		40		561		(11)		883		9		568		(5)

Other	—		8		—		—		—		12		—		—

(a) Included in ~~2016 generating proceeds~~Other current assets and Other non-current assets.

(b) Included in Other current liabilities and Other non-current liabilities.

The following table summarizes the financial statement classification and amount of ~~$43 million (including accrued interest).~~(gain)/loss recognized on hedging instruments:


	Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
Dollars in Millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Interest rate swap contracts	$	—	$	(5)	$	—	$	(23)

Cross-currency interest rate swap contracts	—		13		—		5
Foreign currency forward contracts	(195)		(61)		(408)		(136)


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
Dollars in Millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Interest rate swap contracts	$	—	$	(7)	$	—	$	(22)
Cross-currency interest rate swap contracts	—		(2)		—		(8)
Foreign currency forward contracts	19		2		145		(14)

The following table summarizes the effect of derivative and non-derivative instruments designated as hedging instruments in Other Comprehensive Income:


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Derivatives qualifying as cash flow hedges
Foreign currency forward contracts gain/(loss):
Recognized in Other Comprehensive Income(a)	$	548	$	93	$	1,149	$	314
Reclassified to Cost of products sold	(195)		37		(408)		126
Cross-currency interest rate swap contracts gain/(loss):
Recognized in Other Comprehensive Income	(43)		—		(43)		—
Reclassified to Other (income)/expense, net	20		—		20		—
Forward starting interest rate swap contract loss:
Reclassified to Other (income)/expense, net	—		—		(3)		—

Derivatives qualifying as net investment hedges
Cross-currency interest rate swap contracts gain:
Recognized in Other Comprehensive Income	71		—		135		26

Non-derivatives qualifying as net investment hedges
Non-U.S. dollar borrowings gain:
Recognized in Other Comprehensive Income	40		20		123		45

(a) The majority is expected to be reclassified into earnings in the next 24 months.

Short-term debt obligations include:


Dollars in Millions	September 30, 2022		December 31, 2021
Non-U.S. short-term borrowings	$	107	$	105
Current portion of long-term debt	1,903		4,764
Other	122		79
Total	$	2,132	$	4,948

Dollars in Millions September 30,
2017 December 31,
2016
Commercial paper $ 799
$ —
Bank drafts and short-term borrowings 662
243
Current portion of long-term debt —
749
Total $ 1,461
$ 992

The average amount of commercial paper outstanding was $211 million at a weighted-average rate of 1.12% during 2017. The maximum amount of commercial paper outstanding was $1.0 billion with $799 million outstanding at September 30, 2017.

Long-term debt and the current portion of long-term debt include:


Dollars in Millions	September 30, 2022		December 31, 2021
Principal Value	$	38,137	$	43,095

Adjustments to Principal Value:
Fair value of interest rate swap contracts	(19)		10
Unamortized basis adjustment from swap terminations	101		119
Unamortized bond discounts and issuance costs	(290)		(263)
Unamortized purchase price adjustments of Celgene debt	940		1,408
Total	$	38,869	$	44,369

Current portion of long-term debt	$	1,903	$	4,764
Long-term debt	36,966		39,605
Total	$	38,869	$	44,369

Dollars in Millions September 30,
2017 December 31,
2016
Principal Value $ 6,834
$ 6,261
Adjustments to Principal Value:
Fair value of interest rate swap contracts (3 ) (2 )
Unamortized basis adjustment from swap terminations 234
287
Unamortized bond discounts and issuance costs (83 ) (81 )
Total $ 6,982
$ 6,465

Current portion of long-term debt $ —
$ 749
Long-term debt 6,982
5,716

The fair value of long-term debt was ~~$7.4~~$34.3 billion atas of September 30, ~~2017~~2022 and ~~$6.9~~$49.1 billion at December 31, ~~2016~~2021 valued using Level 2 ~~inputs. Interest payments were $172 million and $140 million~~inputs, which are based upon the quoted market prices for the same or similar debt instruments. The fair value of short-term borrowings approximates the carrying value due to the short maturities of the debt instruments.

During the nine months ended September 30 ~~2017~~2022, BMS purchased an aggregate principal amount of $6.0 billion of certain of its debt securities for $6.6 billion of cash in tender offers and ~~2016, respectively,~~“make whole” redemptions. In connection with these transactions, a $266 million net loss on debt redemption was recognized based on the carrying value of ~~amounts related to interest rate swap contracts.~~the debt and included in Other (income)/expense, net.

~~On February 27, 2017, BMS~~During the nine months ended September 30, 2022, $4.75 billion of debt matured and was repaid including $1.5 billion 2.600% Notes, $500 million Floating Rate Notes, $750 million 2.000% Notes, $1.0 billion 3.250% Notes and $1.0 billion 3.550% Notes.

During the nine months ended September 30, 2022, we issued ~~senior unsecured notes in a registered public offering.~~ an aggregate principal amount of $6.0 billion of debt with net proceeds of $5.9 billion. The table below summarizes the issuances:


Dollars in Millions
Principal Value:
2.950% Notes due 2032	$	1,750
3.550% Notes due 2042	1,250
3.700% Notes due 2052	2,000
3.900% Notes due 2062	1,000
Total	$	6,000

The notes rank equally in right of payment with all of BMS's existing and future senior unsecured ~~indebtedness. BMS may redeem the notes,~~indebtedness and are redeemable at any time, in whole, or in part, at ~~any time prior to maturity at a predetermined~~varying specified redemption ~~price. The following table summarizes the note issuances:~~prices plus accrued and unpaid interest.

Dollars in Millions 2017
Principal Value:
1.600% Notes due 2019 $ 750
3.250% Notes due 2027 750
Total $ 1,500

Proceeds net of discount and deferred loan issuance costs $ 1,488

During the ~~third quarter~~nine months ended September 30, 2021, BMS purchased an aggregate principal amount of ~~2017, $750~~$3.5 billion of certain of its debt securities for approximately $4.0 billion of cash in a series of tender offers and “make whole” redemptions. In connection with these transactions, a $281 million loss on debt redemption was recognized based on the carrying value of ~~0.875% Notes matured~~the debt and ~~were repaid.~~included in Other (income)/expense, net.

During the ~~second quarter~~nine months ended September 30, 2021, $2.0 billion of ~~2017,~~debt matured and was repaid including $500 million 2.875% Notes, $1.0 billion 2.550% Notes and $500 million 2.250% Notes.

Interest payments were $1.1 billion and $1.2 billion for the ~~Company repurchased certain long-term debt obligations~~nine months ended September 30, 2022 and 2021, respectively, net of amounts related to interest rate swap contracts.

Credit Facilities

As of December 31, 2021, BMS had four separate revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility which expired in January 2022, a three-year $1.0 billion facility which expired in January 2022 and two five-year $1.5 billion facilities that were extended to September 2025 and July 2026, respectively.

In January 2022, BMS entered into a five-year $5.0 billion facility expiring in January 2027, which is extendable annually by one year with ~~interest rates ranging from 5.875%~~the consent of the lenders. This facility provides for customary terms and conditions with no financial covenants and may be used to ~~6.875%. The following summarizes~~provide backup liquidity for our commercial paper borrowings. Concurrently with the ~~debt repurchase activity:~~entry into this facility, the commitments under our existing five-year $1.5 billion facilities were terminated and the three-year $1.0 billion facility and 364-day $2.0 billion facility expired in accordance with their terms in January 2022. No borrowings were outstanding under any revolving credit facility as of September 30, 2022 or December 31, 2021.

Note 10. RECEIVABLES

Dollars in Millions 2017
Principal amount $ 337
Carrying value 366
Debt redemption price 474
Loss on debt redemption^(a)
109


~~(a)~~	~~Including acceleration of debt issuance costs, gain on previously terminated interest rate swap contracts and other related fees.~~


Dollars in Millions	September 30, 2022		December 31, 2021
Trade receivables	$	8,644	$	8,723
Less: Charge-backs and cash discounts	(599)		(723)
Less: Allowance for expected credit loss	(24)		(21)
Net trade receivables	8,021		7,979
Alliance, Royalties, VAT and other	1,592		1,390
Receivables	$	9,613	$	9,369

~~Note~~ 10~~. RECEIVABLES~~

Dollars in Millions September 30,
2017 December 31,
2016
Trade receivables $ 4,564
$ 3,948
Less charge-backs and cash discounts (184 ) (126 )
Less bad debt allowances (48 ) (48 )
Net trade receivables 4,332
3,774
Alliance receivables 878
903
Prepaid and refundable income taxes 334
627
Other 378
239
Receivables $ 5,922
$ 5,543

Non-U.S. receivables sold on a nonrecourse basis were ~~$460~~$809 million and ~~$470 million~~$1.1 billion for the nine months ended September 30, ~~2017~~2022 and ~~2016~~,2021, respectively. Receivables from ~~our~~the three largest ~~pharmaceutical wholesalers~~customers in the U.S. represented ~~64%~~approximately 67% and ~~66%~~59% of total trade receivables at ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016, respectively.~~

~~Note~~ 11~~. INVENTORIES~~

Dollars in Millions September 30,
2017 December 31,
2016
Finished goods $ 380
$ 310
Work in process 956
988
Raw and packaging materials 224
264
Total inventories $ 1,560
$ 1,562

Inventories $ 1,250
$ 1,241
Other assets 310
321

~~Inventories of $120 million are included in assets held-for-sale~~ as of September 30, ~~2017 due~~2022 and December 31, 2021, respectively.

Note 11. INVENTORIES


Dollars in Millions	September 30, 2022		December 31, 2021
Finished goods	$	357	$	543
Work in process	1,870		2,111
Raw and packaging materials	446		350
Total inventories	$	2,673	$	3,004

Inventories	$	2,074	$	2,095
Other non-current assets	599		909

The fair value adjustments related to the ~~expected transfer~~Celgene acquisition were $137 million as of ~~manufacturing operations in Swords, Ireland to SK Biotek. Refer to "—Note 4. Acquisitions, Divestitures~~September 30, 2022 and ~~Licensing Arrangements" for additional information.~~$508 million at December 31, 2021. Other non-current assets include inventory expected to remain on hand beyond ~~one year~~12 months in both ~~periods and inventory pending regulatory approval of $54 million at December 31, 2016.~~periods.

Note 12.12. PROPERTY, PLANT AND EQUIPMENT


Dollars in Millions	September 30, 2022		December 31, 2021
Land	$	162	$	169
Buildings	5,749		5,897
Machinery, equipment and fixtures	3,290		3,252
Construction in progress	973		764
Gross property, plant and equipment	10,174		10,082
Less accumulated depreciation	(4,139)		(4,033)
Property, plant and equipment	$	6,035	$	6,049

Dollars in Millions September 30,
2017 December 31,
2016
Land $ 105
$ 107
Buildings 5,188
4,930
Machinery, equipment and fixtures 3,034
3,287
Construction in progress 938
849
Gross property, plant and equipment 9,265
9,173
Less accumulated depreciation (4,251 ) (4,193 )
Property, plant and equipment $ 5,014
$ 4,980

Depreciation expense was ~~$509~~$148 million and ~~$319~~$434 million for the three and nine months ended September 30, 2022 and $144 million and $422 million for the three and nine months ended September 30, 2021, respectively.

Note 13. GOODWILL AND OTHER INTANGIBLE ASSETS


Dollars in Millions	Estimated Useful Lives	September 30, 2022		December 31, 2021
Goodwill(a)		$	21,112	$	20,502

Other intangible assets(a):
Licenses	5 – 15 years	370		307
Acquired marketed product rights	3 – 15 years	60,477		60,454
Capitalized software	3 – 10 years	1,613		1,499
IPRD		6,560		3,750
Gross other intangible assets		69,020		66,010
Less accumulated amortization		(30,841)		(23,483)
Other intangible assets		$	38,179	$	42,527

(a) Includes goodwill and other intangible assets recognized as part of the Turning Point acquisition in 2022. Refer to “—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for further information related to the Turning Point acquisition.

Amortization expense of other intangible assets was $2.5 billion and $7.4 billion for the three and nine months ended September 30, 2022 and $2.6 billion and $7.7 billion for the three and nine months ended September 30, 2021, respectively.

In the third quarter of 2022, a $58 million IPRD impairment charge was recorded in Research and development expense resulting from a decision to discontinue development of an investigational compound in connection with the prioritization of current pipeline opportunities. The compound was obtained in the acquisition of Turning Point and was being studied as a potential treatment of advanced or metastatic solid tumors in adults. The charge represented a full write-down.

In the first quarter of 2022, a $40 million IPRD impairment charge was recorded in Research and development expense resulting from a decision to discontinue development of an investigational compound in connection with the prioritization of current pipeline opportunities. The compound was obtained in the acquisition of Celgene and was being studied as a potential treatment for autoimmune diseases. The charge represented a full write-down.

In the third quarter of 2021, a $610 million IPRD impairment charge for an investigational compound was recorded in Research and development expense primarily resulting from changes in clinical timelines, expected launch dates and competitive landscape. The compound was being studied as a potential treatment for hematologic diseases and was acquired in the acquisition of Celgene. The charge represented a partial write-down of its carrying value based on the estimated fair value determined using discounted cash flow projections.

In the second quarter of 2021, a $230 million IPRD impairment charge was recorded in Research and development expense resulting from a decision to discontinue development of an investigational compound in connection with the prioritization of current pipeline opportunities. The compound was being studied as a potential treatment for fibrotic diseases and was acquired in the acquisition of Celgene. The charge represented a full write-down based on the estimated fair value determined using discounted cash flow projections.

In the first of quarter of 2021, Inrebic EU regulatory approval milestones of $300 million were achieved resulting in a $385 million increase to the acquired marketed product rights intangible asset, after establishing the applicable deferred tax liability. An impairment charge of $315 million was recognized in Cost of products sold as the carrying value of this asset exceeded the projected undiscounted cash flows of the asset. The charge was equal to the excess of the asset's carrying value over its estimated fair value using discounted cash flow projections.

Note 14. SUPPLEMENTAL FINANCIAL INFORMATION


Dollars in Millions	September 30, 2022		December 31, 2021
Income taxes	$	3,181	$	2,786
Research and development	627		514
Contract assets	446		361
Equity investments	—		255
Restricted cash(a)	164		140
Other	1,664		776
Other current assets	$	6,082	$	4,832


Dollars in Millions	September 30, 2022		December 31, 2021
Equity investments	$	1,959	$	2,713
Inventories	599		909
Operating leases	883		919
Pension and postretirement	301		317
Research and development	547		248
Restricted cash(a)	59		197
Other	397		232
Other non-current assets	$	4,745	$	5,535

(a) Restricted cash primarily consists of funds restricted for annual Company contributions to the defined contribution plan in the U.S. and escrow for litigation settlements. Cash is restricted when withdrawal or general use is contractually or legally restricted. Restricted cash of $339 million as of September 30, 2021, was included in cash, cash equivalents and restricted cash in the consolidated statements of cash flows.


Dollars in Millions	September 30, 2022		December 31, 2021
Rebates and discounts	$	6,839	$	6,399
Income taxes	1,287		754
Employee compensation and benefits	1,008		1,375
Research and development	1,296		1,373
Dividends	1,148		1,186
Interest	311		378
Royalties	385		410
Operating leases	167		169

Other	1,762		1,927
Other current liabilities	$	14,203	$	13,971


Dollars in Millions	September 30, 2022		December 31, 2021
Income taxes	$	4,398	$	4,835
Pension and postretirement	553		654
Operating leases	845		874
Deferred income	296		326
Deferred compensation	337		427
Other	256		218
Other non-current liabilities	$	6,685	$	7,334

Note 15. EQUITY

The following table summarizes changes in equity for the nine months ended September 30, ~~2017~~2022:


	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value								Shares	Cost
Balance at December 31, 2021	2,923	$	292	$	44,361	$	(1,268)	$	23,820	747	$	(31,259)	$	60
Net Earnings	—	—		—		—		1,278		—	—		5
Other Comprehensive Income	—	—		—		39		—		—	—		—
Cash dividends declared(a)	—	—		—		—		(1,150)		—	—		—
Share repurchase program	—	—		(750)		—		—		65	(4,250)		—
Stock compensation	—	—		145		—		—		(18)	322		—

Balance at March 31, 2022	2,923	$	292	$	43,756	$	(1,229)	$	23,948	794	$	(35,187)	$	65
Net Earnings	—	—		—		—		1,421		—	—		8
Other Comprehensive Income	—	—		—		237		—		—	—		—
Cash dividends declared(a)	—	—		—		—		(1,152)		—	—		—
Share repurchase program	—	—		300		—		—		2	(300)		—
Stock compensation	—	—		319		—		—		(8)	195		—
Distributions	—	—		—		—		—		—	—		(12)
Balance at June 30, 2022	2,923	292		44,375		(992)		24,217		788	(35,292)		61
Net Earnings	—	—		—		—		1,606		—	—		2
Other Comprehensive Income	—	—		—		151		—		—	—		—
Cash dividends declared(a)	—	—		—		—		(1,148)		—	—		—
Stock repurchase program	—	—		450		—		—		12	(1,151)		—
Stock compensation	—	—		131		—		—		(1)	32		—

Balance at September 30, 2022	2,923	$	292	$	44,956	$	(841)	$	24,675	799	$	(36,411)	$	63

(a) Cash dividends declared per common share were $0.54 for the three months ended March 31, 2022, June 30, 2022 and ~~2016,~~September 30, 2022, respectively. ~~Refer to "—Note 4. Acquisitions, Divestitures and Licensing Arrangements" for additional information relating to the expected transfer of manufacturing operations~~

The following table summarizes changes in ~~Swords, Ireland to SK Biotek.~~

~~Note 13. OTHER INTANGIBLE ASSETS~~

Dollars in Millions September 30,
2017 December 31,
2016
Licenses $ 564
$ 564
Developed technology rights 2,357
2,357
Capitalized software 1,339
1,441
IPRD 32
107
Gross other intangible assets 4,292
4,469
Less accumulated amortization (3,079 ) (3,084 )
Other intangible assets $ 1,213
$ 1,385

~~Amortization expense was $142 million and $134 million~~equity for the nine months ended September 30, ~~2017~~2021:


	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value								Shares	Cost
Balance at December 31, 2020	2,923	$	292	$	44,325	$	(1,839)	$	21,281	679	$	(26,237)	$	60
Net Earnings	—	—		—		—		2,021		—	—		8
Other Comprehensive Income	—	—		—		295		—		—	—		—
Cash dividends declared(a)	—	—		—		—		(1,098)		—	—		—
Share repurchase program	—	—		—		—		—		28	(1,768)		—
Stock compensation	—	—		(473)		—		—		(15)	806		—

Balance at March 31, 2021	2,923	$	292	$	43,852	$	(1,544)	$	22,204	692	$	(27,199)	$	68
Net Earnings	—	—		—		—		1,055		—	—		6
Other Comprehensive Loss	—	—		—		26		—		—	—		—
Cash dividends declared(a)	—	—		—		—		(1,091)		—	—		—
Stock repurchase program	—	—		—		—		—		19	(1,235)		—
Stock compensation	—	—		212		—		—		(10)	236		—
Distributions	—	—		—		—		—		—	—		(8)
Balance at June 30, 2021	2,923	292		44,064		(1,518)		22,168		701	(28,198)		66
Net Earnings	—	—		—		—		1,546		—	—		5
Other Comprehensive Loss	—	—		—		94		—		—	—		—
Cash dividends declared(a)	—	—		—		—		(1,089)		—	—		—
Stock repurchase program	—	—		—		—		—		7	(487)		—
Stock compensation	—	—		228		—		—		(5)	113		—

Balance at September 30, 2021	2,923	$	292	$	44,292	$	(1,424)	$	22,625	703	$	(28,572)	$	71

(a) Cash dividends declared per common share were $0.49 for the three months ended March 31, 2021, June 30, 2021 and ~~2016,~~September 30, 2021, respectively.

~~Note 14. ACCRUED LIABILITIES~~

Dollars in Millions September 30,
2017 December 31,
2016
Rebates and returns $ 1,901
$ 1,680
Employee compensation and benefits 702
818
Research and development 689
718
Dividends 639
660
Branded Prescription Drug Fee 251
234
Royalties 249
246
Restructuring 121
90
Pension and postretirement benefits 41
44
Litigation and other settlements 35
43
Other 790
738
Accrued liabilities $ 5,418
$ 5,271

~~Note~~ 15~~. EQUITY~~

Common Stock
Capital in Excess
of Par Value
of Stock
Accumulated Other Comprehensive Loss
Retained
Earnings
Treasury Stock
Noncontrolling
Interest
Dollars and Shares in Millions Shares Par Value Shares Cost
Balance at January 1, 2016 2,208
$ 221
$ 1,459
$ (2,468 ) $ 31,613
539
$ (16,559 ) $ 158
Net earnings —
—
—
—
3,563
—
—
46
Other comprehensive loss —
—
—
(267 ) —
—
—
—
Cash dividends declared —
—
—
—
(1,904 ) —
—
—
Stock repurchase program —
—
—
—
—
4
(231 ) —
Stock compensation —
—
191
—
—
(6 ) (5 ) —
Distributions —
—
—
—
—
—
—
(36 )
Balance at September 30, 2016 2,208
$ 221
$ 1,650
$ (2,735 ) $ 33,272
537
$ (16,795 ) $ 168

Balance at December 31, 2016 2,208
$ 221
$ 1,725
$ (2,503 ) $ 33,513
536
$ (16,779 ) $ 170
Accounting change - cumulative effect^(a)
—
—
—
—
(787 ) —
—
—
Adjusted balance at January 1, 2017 2,208
$ 221
$ 1,725
$ (2,503 ) $ 32,726
536
$ (16,779 ) $ 170
Net earnings —
—
—
—
3,335
—
—
28
Other comprehensive income —
—
—
82
—
—
—
—
Cash dividends declared —
—
—
—
(1,920 ) —
—
—
Stock repurchase program —
—
—
—
—
40
(2,226 ) —
Stock compensation —
—
120
—
—
(5 ) 2
—
Variable interest entity —
—
—
—
—
—
—
(59 )
Distributions —
—
—
—
—
—
—
(8 )
Balance at September 30, 2017 2,208
$ 221
$ 1,845
$ (2,421 ) $ 34,141
571
$ (19,003 ) $ 131


~~(a)~~	~~Refer to "—Note 1. Basis of Presentation and Recently Issued Accounting Standards" for additional information.~~

BMS has a ~~stock~~share repurchase program, authorized by its Board of Directors, allowing for repurchases ~~in the open market or through private transactions, including plans established in accordance with Rule 10b5-1 under the Securities Exchange Act~~ of ~~1934.~~its shares. The ~~stock~~share repurchase program does not obligate us to repurchase any specific number of shares, does not have ana specific expiration date and may be suspended or discontinued at any time. Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method. The outstanding share repurchase authorization under the program was approximately $15.2 billion as of December 31, 2021.

During the first quarter of 2022, BMS entered into accelerated share repurchase ("ASR") agreements to repurchase an aggregate amount of $5.0 billion of the Company's common stock. The ASR agreements were funded with cash on-hand. In the first quarter of 2022 approximately 65 million shares of common stock (85% of the $5.0 billion aggregate repurchase price) were received by BMS and included in treasury stock. The remaining amounts in the ASR agreements were settled in two tranches during the second and third quarters and 4 million shares of common stock were received by BMS and transferred to treasury stock. The total number of shares repurchased under the ASR agreements was based on volume-weighted average prices of BMS's common stock during the terms of the ASR transactions less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements. In addition, as part of its share repurchase program, BMS repurchased approximately ~~3.8~~10 million shares of its common stock for ~~$226~~$701 million during the three months ended September 30, ~~2017.~~

~~In February 2017, BMS executed accelerated~~2022. The outstanding share repurchase ~~agreements to repurchase an aggregate $2~~authorization under the program was approximately $9.5 billion as of common stock. The agreements were funded through a combination of debt and cash. In February 2017, an initial delivery of approximately 28.7 million shares of BMS common stock, representing approximately 80% of the notional amount of the agreements, was received by BMS and included in treasury stock. Upon settlement of the accelerated share repurchase agreements in May 2017, BMS received an additional 7.8 million shares determined using the volume-weighted average price of BMS common stock during the term of the transaction.September 30, 2022.

The components of ~~other comprehensive income/(loss)~~Other Comprehensive Income were as follows:


	2022						2021
Dollars in Millions	Pretax		Tax		After Tax		Pretax		Tax		After Tax
Three Months Ended September 30,
Derivatives qualifying as cash flow hedges:
Unrealized gains/(losses)	$	505	$	(66)	$	439	$	93	$	(13)	$	80
Reclassified to net earnings(a)	(175)		22		(153)		37		(4)		33
Derivatives qualifying as cash flow hedges	330		(44)		286		130		(17)		113

Pension and postretirement benefits:
Actuarial gains/(losses)	14		(4)		10		(4)		1		(3)
Amortization(b)	7		(1)		6		10		(2)		8
Settlements(b)	2		—		2		2		—		2
Pension and postretirement benefits	23		(5)		18		8		(1)		7

Marketable debt securities:
Unrealized (losses)/gains	—		—		—		(3)		—		(3)

Foreign currency translation	(131)		(22)		(153)		(18)		(5)		(23)

Other Comprehensive Income	$	222	$	(71)	$	151	$	117	$	(23)	$	94

2017 2016
Pretax Tax After tax Pretax Tax After tax
Three Months Ended September 30,
Derivatives qualifying as cash flow hedges:
Unrealized losses $ (28 ) $ 12
$ (16 ) $ (14 ) $ 4
$ (10 )
Reclassified to net earnings^(a)
21
(6 ) 15
21
(7 ) 14
Derivatives qualifying as cash flow hedges (7 ) 6
(1 ) 7
(3 ) 4
Pension and postretirement benefits:
Actuarial gains/(losses) (5 ) 2
(3 ) 72
(26 ) 46
Amortization^(b)
19
(11 ) 8
20
(7 ) 13
Curtailments and settlements^(c)
21
(8 ) 13
19
(6 ) 13
Pension and postretirement benefits 35
(17 ) 18
111
(39 ) 72
Available-for-sale securities:
Unrealized gains/(losses) 28
(5 ) 23
(8 ) 4
(4 )
Realized gains^(c)
(1 ) —
(1 ) (4 ) —
(4 )
Available-for-sale securities 27
(5 ) 22
(12 ) 4
(8 )
Foreign currency translation (10 ) 17
7
(2 ) 3
1
$ 45
$ 1
$ 46
$ 104
$ (35 ) $ 69

Nine Months Ended September 30,
Derivatives qualifying as cash flow hedges:
Unrealized losses $ (81 ) $ 31
$ (50 ) $ (199 ) $ 66
$ (133 )
Reclassified to net earnings^(a)
(11 ) —
(11 ) 12
(5 ) 7
Derivatives qualifying as cash flow hedges (92 ) 31
(61 ) (187 ) 61
(126 )
Pension and postretirement benefits:
Actuarial losses (40 ) 17
(23 ) (453 ) 160
(293 )
Amortization^(b)
57
(22 ) 35
56
(19 ) 37
Curtailments and settlements^(c)
96
(34 ) 62
66
(23 ) 43
Pension and postretirement benefits 113
(39 ) 74
(331 ) 118
(213 )
Available-for-sale securities:
Unrealized gains 49
(7 ) 42
29
(13 ) 16
Realized (gains)/losses^(c)
(1 ) —
(1 ) 30
—
30
Available-for-sale securities 48
(7 ) 41
59
(13 ) 46
Foreign currency translation (8 ) 36
28
20
6
26
$ 61
$ 21
$ 82
$ (439 ) $ 172
$ (267 )
(a)Included in Cost of products sold and Other (income)/expense, net. Refer to “—Note 9.Financial Instruments and Fair Value Measurements“ for further information.

(b)Included in Other (income)/expense, net.


~~(a)~~	~~Included in cost of products sold~~


~~(b)~~	~~Included in cost of products sold, research and development and marketing, selling and administrative expenses~~


~~(c)~~	~~Included in other (income)/expense~~


	2022						2021
Dollars in Millions	Pretax		Tax		After Tax		Pretax		Tax		After Tax
Nine Months Ended September 30,
Derivatives qualifying as cash flow hedges:
Unrealized (losses)/gains	$	1,106	$	(147)	$	959	$	314	$	(27)	$	287
Reclassified to net earnings(a)	(391)		50		(341)		126		(14)		112
Derivatives qualifying as cash flow hedges	715		(97)		618		440		(41)		399

Pension and postretirement benefits:
Actuarial gains/(losses)	54		(11)		43		18		(2)		16
Amortization(b)	19		(4)		15		29		(7)		22
Settlements(b)	7		(1)		6		8		(1)		7
Pension and postretirement benefits	80		(16)		64		55		(10)		45

Marketable debt securities:
Unrealized (losses)/gains	(2)		—		(2)		(9)		2		(7)



Foreign currency translation	(201)		(52)		(253)		(6)		(16)		(22)

Other Comprehensive Income	$	592	$	(165)	$	427	$	480	$	(65)	$	415

(a)Included in Cost of products sold and Other (income)/expense, net. Refer to “—Note 9.Financial Instruments and Fair Value Measurements“ for further information.

(b)Included in Other (income)/expense, net.

The accumulated balances related to each component of ~~other comprehensive loss,~~Other Comprehensive Income, net of taxes, were as follows:

Dollars in Millions September 30,
2017 December 31, 2016
Derivatives qualifying as cash flow hedges $ (23 ) $ 38
Pension and other postretirement benefits (2,023 ) (2,097 )
Available-for-sale securities 34
(7 )
Foreign currency translation (409 ) (437 )
Accumulated other comprehensive loss $ (2,421 ) $ (2,503 )


Dollars in Millions	September 30, 2022		December 31, 2021
Derivatives qualifying as cash flow hedges	$	796	$	178
Pension and postretirement benefits	(704)		(768)
Marketable debt securities	—		2
Foreign currency translation	(933)		(680)
Accumulated other comprehensive loss	$	(841)	$	(1,268)

Note 16~~. PENSION AND POSTRETIREMENT~~16. EMPLOYEE STOCK BENEFIT PLANS

~~The net periodic~~Stock-based compensation expense was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Cost of products sold	$	11	$	14	$	30	$	44
Marketing, selling and administrative	48		59		144		184
Research and development	56		66		164		210
Other (income)/expense, net	—		3		—		12
Total stock-based compensation expense	$	115	$	142	$	338	$	450

Income tax benefit(a)	$	23	$	29	$	67	$	93

(a) Income tax benefit ~~cost/(credit)~~excludes excess tax benefits from share-based compensation awards that were vested or exercised of ~~defined benefit pension plans includes:~~

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Service cost – benefits earned during the year $ 7
$ 6
$ 19
$ 19
Interest cost on projected benefit obligation 48
45
142
145
Expected return on plan assets (104 ) (104 ) (308 ) (314 )
Amortization of prior service credits (1 ) (1 ) (3 ) (3 )
Amortization of net actuarial loss 20
22
61
62
Curtailments and settlements 22
19
91
66
Special termination benefits —
—
—
1
Net periodic benefit cost/(credit) $ (8 ) $ (13 ) $ 2
$ (24 )

Pension settlement charges were recognized after determining that the annual lump sum payments will likely exceed the annual interest and service costs for the primary and certain other U.S. pension plans. The charges included the acceleration of a portion of unrecognized actuarial losses. Non-current pension liabilities were $477 million at September 30, 2017 and $600 million at December 31, 2016. Defined contribution plan expense in the U.S. was $46$4 million and ~~$49~~$63 million for the three and nine months ended September 30, ~~2017~~2022 and ~~2016, respectively, and $142~~$7 million and ~~$141~~$36 million for the three and nine months ended September 30, 2021, respectively.

The number of units granted and the weighted-average fair value on the grant date for the nine months ended September 30, ~~2017 and 2016, respectively.~~2022 were as follows:


Units in Millions	Units	Weighted-Average Fair Value

Restricted stock units	8.1	$	63.86
Market share units	1.0	60.74
Performance share units	1.4	66.76


Dollars in Millions	Restricted Stock Units		Market Share Units		Performance Share Units
Unrecognized compensation cost	$	810	$	62	$	111
Expected weighted-average period in years of compensation cost to be recognized	2.9		3.0		1.8

Note 17. LEGAL PROCEEDINGS AND CONTINGENCIES

~~The Company~~

BMS and certain of its subsidiaries are involved in various lawsuits, claims, government investigations and other legal proceedings that arise in the ordinary course of business. These claims or proceedings can involve various types of parties, including governments, competitors, customers, suppliers, service providers, licensees, employees, or shareholders, among others. These matters may involve patent infringement, antitrust, securities, pricing, sales and marketing practices, environmental, commercial, contractual rights, licensing obligations, health and safety matters, consumer fraud, employment matters, product liability and insurance coverage, among others. The resolution of these matters often develops over a long period of time and expectations can change as a result of new findings, rulings, appeals or settlement arrangements. The Company recognizes accruals for such contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. These matters involve patent infringement, antitrust, securities, pricing, sales and marketing practices, environmental, commercial, contractual rights, licensing obligations, health and safety matters, consumer fraud, employment matters, product liability and insurance coverage. Legal proceedings that are ~~material~~significant or that ~~the Company~~BMS believes could become significant or material are described below.

~~Although the Company~~

While BMS does not believe that any of these matters, except as otherwise specifically noted below, will have a material adverse effect on its financial position or liquidity as BMS believes it has substantial defenses in ~~these~~the matters, ~~there~~the outcomes of BMS’s legal proceedings and other contingencies are inherently unpredictable and subject to significant uncertainties. There can be no assurance that there will not be an increase in the scope of one or more of these pending matters or ~~that~~ any other or future lawsuits, claims, government investigations or other legal proceedings will not be ~~material. Unless otherwise noted, the Company is unable~~material to ~~assess the outcome~~BMS’s financial position, results of ~~the respective litigation nor is it able to provide an estimated range of potential loss.~~operations or cash flows for a particular period. Furthermore, failure to successfully enforce ~~our~~BMS’s patent rights would likely result in substantial decreases in the respective product revenues from generic competition.

Unless otherwise noted, BMS is unable to assess the outcome of the respective matters nor is it able to estimate the possible loss or range of losses that could potentially result for such matters. Contingency accruals are recognized when it is probable that a liability will be incurred and the amount of the related loss can be reasonably estimated. Developments in legal proceedings and other matters that could cause changes in the amounts previously accrued are evaluated each reporting period. For a discussion of BMS’s tax contingencies, see “—Note 7. Income Taxes”.

INTELLECTUAL PROPERTY

Plavix* ~~— Australia~~

~~As previously disclosed,~~ Anti-PD-1 and Anti-PD-L1 Antibody Litigation

In September 2015, Dana-Farber Cancer Institute (“Dana-Farber”) filed a complaint in the U.S. District Court for the District of Massachusetts seeking to correct the inventorship on up to six related U.S. patents directed to methods of treating cancer using PD-1 and PD-L1 antibodies. Specifically, Dana-Farber sought to add two scientists as inventors to these patents. In October 2017, Pfizer was allowed to intervene in the case alleging that one of the scientists identified by Dana-Farber was employed by a company eventually acquired by Pfizer during the relevant period. In May 2019, the District Court issued a decision ruling that the two scientists should be added as inventors to the patents, which decision was affirmed on appeal. In June 2019, Dana-Farber filed a new lawsuit in the District of Massachusetts against BMS seeking damages as a result of the decision adding the scientists as inventors. In February 2021, BMS filed a motion to dismiss that complaint. In August 2021, the Court denied the motion to dismiss, but ruled that Dana-Farber’s claims for damages before May 17, 2019—the date of the District Court’s ruling that Dana-Farber was a co-inventor of the patents—are preempted by federal patent law. A trial has been scheduled for May 2023.

On March 17, 2022, BMS filed a lawsuit in U.S. District Court for the District of Delaware against AstraZeneca Pharmaceuticals LP and AstraZeneca UK Ltd ("AZ") alleging that AZ's marketing of the PD-L1 antibody Imfinzi infringes certain claims of U.S. Patent Nos. 9,580,505, 9,580,507, 10,138,299, 10,308,714, 10,266,594, 10,266,595, 10,266,596 and 10,323,092. A trial has been scheduled to begin on April 22, 2024.

CAR T

In October 2017, Juno and Sloan Kettering Institute for Cancer Research (“SKI”) filed a complaint for patent infringement against Kite Pharma, Inc. (“Kite”) in the U.S. District Court for the Central District of California. The complaint alleged that Kite’s Yescarta* product infringes certain claims of U.S. Patent No. 7,446,190 (the “’190 Patent”) concerning CAR T cell technologies. Kite filed an answer and counterclaims asserting non-infringement and invalidity of the ’190 Patent. In December 2019, following an eight-day trial, the jury rejected Kite’s defenses, finding that Kite willfully infringed the ’190 Patent and awarding to Juno and SKI a reasonable royalty consisting of a $585 million upfront payment and a 27.6% running royalty on Kite’s sales of Yescarta* through the expiration of the ’190 Patent in August 2024. In January 2020, Kite renewed its previous motion for judgment as a matter of law and also moved for a new trial, and Juno filed a motion seeking enhanced damages, supplemental damages, ongoing royalties, and prejudgment interest. In March 2020, the Court denied both of Kite’s motions in their entirety. In April 2020, the Court granted in part Juno’s motion and entered a final judgment awarding to Juno and SKI approximately $1.2 billion in royalties, interest and enhanced damages and a 27.6% running royalty on Kite’s sales of Yescarta* from December 13, 2019 through the expiration of the ’190 Patent in August 2024. In April 2020, Kite appealed the final judgment to the U.S. Court of Appeals for the Federal Circuit and the Court held an oral hearing on July 6, 2021. In August 2021, a Federal Circuit panel reversed the jury verdict and district court decision and found the ’190 Patent to be invalid. In October 2021, Juno and SKI filed a petition with the Federal Circuit for panel and en banc rehearing, which the Federal Circuit denied on January 14, 2022. On June 13, 2022, Juno and SKI filed a petition for a writ of certiorari with the U.S. Supreme Court.

Eliquis - Europe

In November 2020 and January 2021, Sandoz Limited (“Sandoz”) and Teva Pharmaceutical Industries Ltd. (“Teva Limited”), respectively, filed lawsuits in the United Kingdom seeking revocation of the UK apixaban composition of matter patent and related Supplementary Protection Certificate (“SPC”). BMS subsequently filed counterclaims for infringement in both actions. A trial took place in February 2022 and in a judgement issued on April 7, 2022, the judge found the UK apixaban composition of matter patent and related SPC invalid. The Company is seeking permission to appeal from the Court of Appeal.

Similar lawsuits have been filed in various other countries in Europe seeking revocation of our composition of matter patents and SPCs relating to Eliquis, and trials have been scheduled in certain of those cases. In May 2022, a Dutch court issued a decision denying a request by the Company for a preliminary injunction that would have prevented an at-risk generic launch in the Netherlands by Sandoz prior to a full trial on the validity of the Dutch composition of matter patent and SPC. In September 2022, a trial was held in Sweden regarding Teva’s challenge to the validity of the Swedish apixaban composition of matter patent and related SPC, and a decision is expected on November 2, 2022.

Following the above decisions in the UK and the Netherlands, generic manufacturers have begun marketing generic versions of Eliquis in the UK and the Netherlands, and may seek to market generic versions of Eliquis in additional countries in Europe, prior to the expiration of our patents, which may lead to additional infringement and invalidity actions involving Eliquis patents being filed in various countries in Europe.

Onureg – U.S.

In November 2021, BMS received a Notice Letter from Accord notifying BMS that Accord had filed an aNDA containing a paragraph IV certification seeking approval of a generic version of Onureg in the U.S. and challenging the one FDA Orange Book-listed formulation patent expiring in 2030. In response, BMS filed a patent infringement action against Accord in the U.S. District Court for the District of Delaware. A trial has been scheduled to begin on March 18, 2024.

Plavix* - Australia

Sanofi was notified that, in August 2007, GenRx Proprietary Limited ~~(GenRx)~~(“GenRx”) obtained regulatory approval of an application for clopidogrel bisulfate 75mg tablets in Australia. GenRx, formerly a subsidiary of Apotex Inc. ~~(Apotex)~~, ~~has since~~subsequently changed its name to ~~Apotex.~~Apotex (“GenRx-Apotex”). In August 2007, ~~Apotex~~GenRx-Apotex filed an application in the Federal Court of Australia ~~(the Federal Court)~~ seeking revocation of Sanofi’s Australian Patent No. 597784 (Case No. NSD 1639 of 2007). Sanofi filed counterclaims of infringement and sought an injunction. On September 21, 2007, the Federal Court of Australia granted Sanofi’s injunction. A subsidiary of ~~the Company~~BMS was subsequently added as a party to the proceedings. In February 2008, a second company, Spirit Pharmaceuticals Pty. Ltd., also filed a revocation suit against the same patent. This case was consolidated with the ~~Apotex case, and a trial occurred in April 2008.~~GenRx-Apotex case. On August 12, 2008, the Federal Court of Australia held that claims of Patent No. 597784 covering clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate salts were valid. The Federal Court also held that the process claims, pharmaceutical composition claims, and claim directed to clopidogrel and its pharmaceutically acceptable salts were invalid. ~~The Company~~BMS and Sanofi filed notices of appeal in the Full Court of the Federal Court of Australia ~~(Full Court)~~(“Full Court”) appealing the holding of invalidity of the claim covering clopidogrel and its pharmaceutically acceptable salts, process claims, and pharmaceutical composition ~~claims which have stayed the Federal Court’s ruling. Apotex filed a notice of appeal appealing the holding of validity of the clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate~~ claims. ~~A hearing on the appeals occurred in February 2009.~~GenRx-Apotex appealed. On September 29, 2009, the Full Court held all of the claims of Patent No. 597784 invalid. In ~~November 2009, the Company and Sanofi applied to~~March 2010, the High Court of Australia ~~(High Court) for special leave to appeal the judgment of the Full Court. In March 2010, the High Court~~ denied ~~the Company~~a request by BMS and ~~Sanofi’s request~~Sanofi to hear ~~the~~an appeal of the Full Court decision. The case ~~has been~~was remanded to the Federal Court for further proceedings related to damages sought by ~~Apotex.~~GenRx-Apotex. BMS and GenRx-Apotex settled, and the GenRx-Apotex case was dismissed. The Australian government ~~has~~ intervened in this matter seeking maximum damages up to 449 million AUD ($292 million), plus interest, which would be split between BMS and ~~is also seeking damages~~Sanofi, for alleged losses experienced for paying a higher price for branded Plavix* during the period when the injunction was in place. ~~The Company~~BMS and ~~Apotex have settled~~Sanofi dispute that the ~~Apotex case, and the case has been dismissed. The~~ Australian ~~government's claim~~government is

~~still pending and a~~ entitled to any damages. A trial was concluded in September 2017. ~~The Company is expecting~~In April 2020, the Federal Court issued a decision ~~in 2018. It is not possible at this time to predict the outcome of~~dismissing the Australian government’s claim ~~or its impact~~for damages. In May 2020, the Australian government appealed the Federal Court’s decision and an appeal hearing concluded in February 2021.

Revlimid - U.S.

In May 2022, Celgene received a Notice Letter from Qilu Pharmaceutical Co. Ltd. (“Qilu”) notifying Celgene that Qilu has filed an aNDA containing paragraph IV certifications seeking approval to market a generic version of Revlimid in the U.S. In response, Celgene initiated a patent infringement action against Qilu in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book-listed patents. In October 2022, Celgene entered into a confidential settlement agreement with Qilu, settling all outstanding claims in the litigation.

Sprycel - U.S.

In January 2022, BMS received a Notice Letter from Xspray Pharma AB ("Xspray") notifying BMS that Xspray had filed a 505(b)(2) NDA application containing paragraph IV certifications seeking approval of a dasatinib product in the U.S. and challenging two FDA Orange Book-listed monohydrate form patents expiring in 2025 and 2026. In February 2022, BMS filed a patent infringement action against Xspray in the U.S. District Court for the District of New Jersey. Subsequently, the Company also received paragraph IV certification letters from Accord, Biocon, and Nanocopoeia challenging the same patents, and the Company filed patent infringement actions against all three companies. In July and September 2022, BMS entered into settlement agreements with Accord and Biocon, respectively. No trial dates have been scheduled in the two remaining actions against Xspray and Nanocopoeia. Both Xspray and Nanocopoeia have filed motions for a judgment based on the ~~Company.~~pleadings.

~~Sprycel~~

Zeposia - ~~European Union~~U.S.

~~In May 2013, Apotex, Actavis Group PTC ehf, Generics [UK] Limited (Mylan)~~

On October 15, 2021, Actelion Pharmaceuticals LTD and ~~an unnamed company filed oppositions in the EPO seeking revocation of European Patent No. 1169038 (the ‘038 patent) covering dasatinib, the active ingredient in~~ ~~Sprycel~~. The ‘038 patent is scheduled to expire in April 2020 (excluding potential term extensions). On January 20, 2016, the Opposition Division of the EPO revoked the ‘038 patent. In May 2016, the Company appealed the EPO’s decision to the EPO Board of Appeal. In February 2017, the EPO Board of Appeal upheld the Opposition Division's decision, and revoked the ‘038 patent. Orphan drug exclusivity and data exclusivity for ~~Sprycel~~ in the EU expired in November 2016. The EPO Board of Appeal's decision does not affect the validity of our other Sprycel patents within and outside Europe, including different patents that cover the monohydrate form of dasatinib and the use of dasatinib to treat CML. Additionally, in February 2017, the EPO Board of Appeal reversed and remanded an invalidity decision on European Patent No. 1610780 and its claim to the use of dasatinib to treat CML, which the EPO's Opposition Division had revoked in October 2012. The Company intends to take appropriate legal actions to protect ~~Sprycel. We may experience a decline in European revenues in the event that generic dasatinib product enters the market.~~

~~Anti-PD-1 Antibody Patent Oppositions and Litigation~~

~~In September 2015, Dana-Farber Cancer Institute (Dana-Farber)~~Actelion Pharmaceuticals US, INC (“Actelion”) filed a complaint in Massachusetts federal court seeking to correct the inventorship of five related U.S. patents directed to methods of treating cancer using PD-1 and PD-L1 antibodies. Specifically, Dana-Farber is seeking to add two scientists as inventors to these patents. In September 2017, Pfizer filed a motion seeking to intervene in this case alleging that one of the scientists identified by Dana-Farber was employed by a company eventually acquired by Pfizer. This motion has not been acted upon by the court.

~~Eliquis~~ ~~Patent Litigation~~

In February, March and April 2017, twenty-five generic companies sent the Company Paragraph-IV certification letters informing the Company that they had filed abbreviated new drug applications (ANDAs) seeking approval of generic versions of ~~Eliquis. As a result, two~~ ~~Eliquis~~ ~~patents listed in the FDA Orange Book have now been challenged: the composition of matter~~for patent ~~claiming apixaban specifically and a formulation patent. In April 2017, the Company, along with its partner Pfizer, initiated patent lawsuits under the Hatch-Waxman Act against all generic filers~~infringement in ~~federal district courts in Delaware and West Virginia. In August 2017,~~ the United States District Court for the District of New Jersey against BMS and Celgene for alleged infringement of U.S. Patent No. 10,251,867 (the “’867 Patent”). The Complaint alleges that the sale of Zeposia infringes certain claims of the ’867 Patent and ~~Trademark Office granted patent term restoration to the composition of matter patent, thereby restoring the term of the~~ ~~Eliquis~~ ~~composition of matter patent, which~~Actelion is ~~the Company’s basis for projected loss of exclusivity, from February 2023 to November 2026. In September 2017, the Company settled its lawsuit with Teva Pharmaceuticals USA, Inc.~~seeking damages and ~~the parties agreed to dismiss the case. The settlement does not impact the Company’s projected loss of exclusivity for~~ ~~Eliquis~~.injunctive relief. No trial date has been scheduled.

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION

Plavix* State Attorneys General Lawsuits

~~The Company~~

BMS and certain ~~affiliates of~~ Sanofi entities are defendants in consumer protection ~~and/or false advertising~~ actions brought by ~~several states~~the attorneys general of Hawaii and New Mexico relating to the labeling, sales ~~and~~and/or promotion of Plavix*Plavix*. ItA trial in the Hawaii matter occurred in 2020. In February 2021, the Court issued a decision against Sanofi and BMS, imposing penalties in the total amount of $834 million, with $417 million attributed to BMS. Sanofi and BMS disagree with the decision and are appealing it. An oral argument before the Hawaii Supreme Court is scheduled to occur in December 2022. BMS remains confident in the merits of its case and its likelihood of success on appeal and BMS does not ~~possible at~~believe establishing a reserve is warranted for this ~~time to reasonably assess~~matter. In September 2022, the ~~outcome of these lawsuits or their potential impact on~~parties settled the ~~Company.~~New Mexico matter.

PRODUCT LIABILITY LITIGATION

~~The Company~~

BMS is a party to various product liability lawsuits. Plaintiffs in these cases seek damages and other relief on various grounds for alleged personal injury and economic loss. As previously disclosed, in addition to lawsuits, ~~the Company~~BMS also faces unfiled claims involving its products.

Plavix*

~~As previously disclosed, the Company~~Abilify*

BMS and ~~certain affiliates of Sanofi~~Otsuka are ~~defendants~~co-defendants in ~~a number of individual lawsuits~~product liability litigation related to Abilify*. Plaintiffs allege Abilify* caused them to engage in ~~various state~~compulsive gambling and ~~federal courts claiming personal injury damage allegedly sustained after using~~ Plavix*~~. Over 5,000 claims involving injury plaintiffs as well as claims by spouses and/or~~ other ~~beneficiaries,~~impulse control disorders. Cases have been filed in state and federal courts and additional cases are pending in ~~various states including California, New Jersey, Delaware and New York. In February 2013, the~~Canada. The Judicial Panel on Multidistrict Litigation ~~granted~~consolidated the ~~Company~~federal court cases for pretrial purposes in the U.S. District Court for the Northern District of Florida. In February 2019, BMS and ~~Sanofi’s motion~~Otsuka entered into a master settlement agreement establishing a proposed settlement program to ~~establish a multi-district~~resolve all Abilify* compulsivity claims filed as of January 28, 2019 in the MDL as well as various state courts, including California and New Jersey. To date, approximately 2,700 cases, comprising approximately 3,900 plaintiffs, have been dismissed based on participation in the settlement program or failure to comply with settlement related court orders and all remaining cases in the U.S. MDL litigation ~~(MDL) to coordinate Federal pretrial proceedings in~~ Plavix* ~~product liability and related~~have since been resolved. Three inactive cases remain in New Jersey Federal Court. Following the United States Supreme Court’s June 2017 reversal of a California Supreme Court decision that had held that the California state courts can exercise personal jurisdiction over the claims of non-California residents, over 2,000 out-of-state resident plaintiffs' claims (including spouses and beneficiaries) previouslyState court. There are eleven cases pending in Canada (four class actions, seven individual injury claims). Out of the ~~California state court~~eleven cases, only two are active (the class actions in Quebec and Ontario), both of which class actions have now been or are in the process of being dismissed. Some number of these California non-resident plaintiffs’ claims may be re-filed in federal court. It is not possible at this time to reasonably assess the outcome of these lawsuits or the potential impact on the Company.certified.

Byetta*

Amylin, a former subsidiary of ~~the Company,~~BMS, and Lilly are co-defendants in product liability litigation related to Byetta*. ~~To date, there are over 500 separate~~ This litigation involved lawsuits ~~pending~~ on behalf of ~~approximately 2,000 active~~ plaintiffs, ~~(including pending settlements),~~ which include injury plaintiffs as well as claims by spouses and/or other beneficiaries, in various courts in the U.S. The ~~Company has agreed in principle to resolve over 15 of these claims. The~~ majority of these cases have been brought by individuals who allege personal injury sustained after using Byetta*Byetta*, primarily pancreatic cancer, ~~and pancreatitis,~~ and, in some cases, claiming alleged wrongful death. The majority of cases were pending in Federal Court in San Diego in an MDL or in a coordinated proceeding in California Superior Court in Los Angeles ~~(JCCP)~~(“JCCP”). In ~~November 2015,~~April 2020 the ~~defendants'~~defendants filed a motion for summary judgment based on federal preemption ~~was granted~~and a motion for summary judgment based on the absence of general causation evidence in ~~both~~ the MDL and ~~the~~ JCCP. Both motions were granted in March 2021 and April 2021, respectively. The MDL decision is final as to Amylin and Lilly and all MDL claims have been dismissed. As of September 2022, all of the plaintiffs in the ~~MDL~~JCCP (including injury plaintiffs and spouse/beneficiary plaintiffs) alleging claims against Amylin and Lilly have ~~appealed~~dismissed their claims with prejudice. In October 2022, all thyroid cancer claims that were pending in federal court were dismissed as well. BMS sold Byetta* to ~~the U.S. Court~~AstraZeneca in February 2014 as part of ~~Appeals for the Ninth Circuit and the JCCP plaintiffs have appealed to the California Court of Appeal. Amylin has product liability insurance covering a substantial number of claims involving~~ Byetta*BMS’s global diabetes business divestiture and any additional liability to Amylin with respect to Byetta*Byetta* is expected to be shared ~~between the Company~~with AstraZeneca.

Onglyza*

BMS and ~~AstraZeneca. It is not possible to reasonably predict the outcome of any lawsuit, claim or proceeding or the potential impact on the Company.~~

Abilify*

~~The Company and Otsuka~~AstraZeneca are co-defendants in product liability litigation related to Abilify*~~. Plaintiffs allege~~ Abilify* caused them to engage in compulsive gambling and other impulse control disorders. There have been over 400 cases filed in state and federal courts and several additional cases are pending in Canada. The Judicial Panel on Multidistrict Litigation has consolidated the federal court cases for pretrial purposes in the United States District Court for the Northern District of Florida.

~~Eliquis~~

~~The Company and Pfizer are co-defendants in product liability litigation related to~~ ~~Eliquis~~Onglyza*. Plaintiffs assert claims, including claims for wrongful death, as a result of ~~bleeding~~heart failure or other cardiovascular injuries they allege ~~was~~were caused by their use of ~~Eliquis~~Onglyza*. ~~The~~In February 2018, the Judicial Panel on Multidistrict Litigation ordered all the federal Onglyza* cases to be transferred to an MDL in the U.S. District Court for the Eastern District of Kentucky. A significant majority of ~~these~~the claims are pending in the MDL, with others pending in a coordinated proceeding in California Superior Court in San Francisco (“JCCP”). On September 24, 2021, the JCCP court granted defendants’ motion to exclude plaintiffs’ only general causation expert and on January 5, 2022, the MDL court likewise granted defendants’ motion to exclude plaintiffs’ expert. On March 30, 2022, the JCCP court granted summary judgment to defendants, thus effectively dismissing the 18 claims previously pending in California state court. Plaintiffs have filed an ~~MDL~~appeal. Defendants filed a summary judgment motion in the ~~United States~~MDL as well, which the MDL court granted on August 2, 2022. Plaintiffs in the MDL have moved to alter or amend the MDL court’s order, and defendants have opposed. As part of BMS’s global diabetes business divestiture, BMS sold Onglyza* to AstraZeneca in February 2014 and any potential liability with respect to Onglyza* is expected to be shared with AstraZeneca.

SECURITIES LITIGATION

Celgene Securities Litigations

Beginning in March 2018, two putative class actions were filed against Celgene and certain of its officers in the U.S. District Court for the District of New Jersey (the “Celgene Securities Class Action”). The complaints allege that the defendants violated federal securities laws by making misstatements and/or omissions concerning (1) trials of GED-0301, (2) Celgene’s 2020 outlook and projected sales of Otezla*, and (3) the new drug application for Zeposia. The Court consolidated the two actions and appointed a lead plaintiff, lead counsel, and co-liaison counsel for the putative class. In February 2019, the defendants filed a motion to dismiss plaintiff’s amended complaint in full. In December 2019, the Court denied the motion to dismiss in part and granted the motion to dismiss in part (including all claims arising from alleged misstatements regarding GED-0301). Although the Court gave the plaintiff leave to re-plead the dismissed claims, it elected not to do so, and the dismissed claims are now dismissed with prejudice. In November 2020, the Court granted class certification with respect to the remaining claims.

In April 2020, certain Schwab management investment companies on behalf of certain Schwab funds filed an individual action in the U.S. District Court for the District of New Jersey asserting largely the same allegations as the Celgene Securities Class Action against the same remaining defendants in that action (the “Schwab Action”). In July 2020, the defendants filed a motion to dismiss the plaintiffs’ complaint in full. In March 2021, the Court granted in part and denied in part defendants’ motion to dismiss consistent with its decision in the Celgene Securities Class Action.

The California Public Employees’ Retirement System in April 2021 (the “CalPERS Action”); DFA Investment Dimensions Group Inc., on behalf of certain of its funds; and American Century Mutual Funds, Inc., on behalf of certain of its funds, in July 2021 (respectively the “DFA Action” and the “American Century Action”), and GIC Private Limited in September 2021 (the “GIC Action”), filed separate individual actions in the U.S. District Court for the District of New Jersey asserting largely the same allegations as the Celgene Securities Class Action and the Schwab individual action against the same remaining defendants in those actions. In October 2021, these actions were consolidated for pre-trial proceedings with the Schwab Action. The court also consolidated any future direct actions raising common questions of law and fact with the Schwab Action.

No trial dates have been scheduled in any of the above Celgene Securities Litigations.

Contingent Value Rights Litigations

In June 2021, an action was filed against BMS in the U.S. District Court for the Southern District of New York asserting claims of alleged breaches of a Contingent Value Rights Agreement (“CVR Agreement”) entered into in connection with the closing of BMS’s acquisition of Celgene Corporation in November 2019. The successor trustee under the CVR Agreement alleges that BMS breached the CVR Agreement by allegedly failing to use “diligent efforts” to obtain FDA approval of liso-cel (Breyanzi) before a contractual milestone date, thereby avoiding a $6.4 billion potential obligation to holders of the contingent value rights governed by the CVR Agreement and by allegedly failing to permit inspection of records in response to a request by the successor trustee. The successor trustee seeks damages in an amount to be determined at trial and other relief, including interest and attorneys’ fees. BMS disputes the successor trustee’s allegations and filed a motion to dismiss on July 23, 2021. On June 24, 2022, the court denied BMS’s motion to dismiss.

In October 2021, alleged former Celgene stockholders filed a complaint in the U.S. District Court for the Southern District of New York asserting claims on behalf of a putative class of Celgene stockholders who received CVRs in the BMS merger with Celgene for violations of sections 14(a) and 20(a) of the Securities Exchange Act of 1934 relating to the joint proxy statement. That action later was consolidated with another action filed in the same court, and a consolidated complaint thereafter was filed asserting claims on behalf of a class of CVR acquirers, whether in the BMS merger with Celgene or otherwise, for violations of sections 11, 12(a)(2), and 15 of the Securities Act of 1933 and sections 10(b), 14(a) and 20(2) of the Securities Exchange Act of 1934. The complaint alleges that the February 22, 2019 joint proxy statement was materially false or misleading because it failed to disclose that BMS allegedly had no intention to obtain FDA approval for liso-cel (Breyanzi) by the applicable milestone date in the CVR Agreement and that certain statements made by BMS or certain BMS officers in periodic SEC filings, earnings calls, press releases, and investor presentations between December 2019 and November 2020 were materially false or misleading for the same reason. Defendants have moved to dismiss the complaint.

In November 2021, an alleged purchaser of CVRs filed a complaint in the Supreme Court of the State of New York for New York County asserting claims on behalf of a putative class of CVR acquirers for violations of sections 11(a) and 12(a)(2) of the Securities Act of 1933. The complaint alleges that the registration statement filed in connection with the proposed merger transaction between Celgene and BMS was materially false or misleading because it failed to disclose that allegedly BMS had no intention at the time to obtain FDA approval for liso-cel (Breyanzi) by the contractual milestone date. The complaint asserts claims against BMS, the members of its board of directors at the time of the joint proxy statement, and certain BMS officers who signed the registration statement. BMS removed the action to the U.S. District Court for the Southern District of New York. The plaintiff filed a motion to remand the action to the state court, which the court granted on September 19, 2022.

In November 2021, an alleged Celgene stockholder filed a complaint in the Superior Court of New Jersey, Union County asserting claims on behalf of two separate putative classes, one of acquirers of CVRs and one of acquirers of BMS common stock, for violations of sections 11(a), 12(a)(2), and 15 of the Securities Act of 1933. The complaint alleges that the registration statement filed in connection with the proposed merger transaction between Celgene and BMS was materially false or misleading because it failed to disclose that allegedly BMS had no intention at the time to obtain FDA approval for liso-cel (Breyanzi) by the contractual milestone date. The complaint asserts claims against BMS, the members of its board of directors at the time of the joint proxy statement, certain BMS officers who signed the registration statement and Celgene’s former chairman and chief executive officer. BMS removed the action to the U.S. District Court for the District of New Jersey and filed a motion to transfer the action to the U.S. District Court for the Southern District of New York. The plaintiff filed a motion to remand the action to the state court, which the court granted on September 22, 2022.

No trial dates have been scheduled in any of the above CVR Litigations.

OTHER LITIGATION

HIV Medication Antitrust Litigations

BMS was sued with three other manufacturers of HIV medications in related lawsuits in the Northern District of California. The initial lawsuits, filed on behalf of indirect purchasers, alleged that the defendants’ agreements to develop and sell fixed-dose combination products for the treatment of HIV, including Atripla* and Evotaz, violate antitrust laws. In July 2020, the Court granted in part defendants’ motion to dismiss, including dismissing with prejudice plaintiffs’ claims as to an overarching conspiracy and plaintiffs’ theories based on the alleged payment of royalties after patent expiration. Other claims, however, remained. In October 2021, BMS entered a settlement agreement with the indirect purchasers. On May 6, 2022, the Court granted final approval of that settlement.

In September and October 2020, two purported class actions were also filed asserting similar claims on behalf of direct purchasers. In March 2021, the Court dismissed one of the direct purchaser cases and limited the claims of the remaining direct purchaser case to those arising in 2016 or later. However, the Court gave plaintiffs leave to amend their complaints, and one plaintiff filed an amended complaint on March 16, 2021. In March 2022, BMS entered into a settlement agreement with the direct purchasers (excluding the retailers discussed below). In June 2022, the Court granted preliminary approval of that settlement.

On September 22, 2021, two additional non-class action direct purchaser complaints were filed by a number of retail pharmacy and grocery store chains against BMS and two other manufacturers of HIV medications. Those complaints made allegations similar to those raised in the other federal court cases and the New Mexico state court case described below. In January 2022, BMS entered into an agreement to settle the cases filed against it by the retail pharmacy and grocery store chains, and those cases were dismissed.

In February 2021, BMS and two other manufacturers of HIV medications were sued in State Court in New Mexico by the Attorney General of the State of New Mexico in a case alleging that the defendants’ agreements to develop and sell various fixed-dose combination products for the treatment of HIV, including Atripla*, and agreements to settle certain patent litigation violate the antitrust laws of the State of New Mexico.

In December 2021, five additional non-class-action indirect purchaser cases were filed in the Northern District of California, and one additional non-class-action indirect purchaser case was filed in California state court naming BMS and two other manufacturers as defendants. Those complaints made allegations similar to those in the other federal court cases. In February 2022, BMS reached a settlement agreement with one of the non-class-action indirect purchaser plaintiffs and that case was dismissed. In April 2022, two additional indirect purchaser plaintiffs filed non-class suits against BMS and other defendants. In July 2022, BMS entered into a settlement agreement resolving these seven remaining indirect purchaser cases.

Thalomid and Revlimid Litigations

Beginning in November 2014, certain putative class action lawsuits were filed against Celgene in the U.S. District Court for the District of New Jersey alleging that Celgene violated various antitrust, consumer protection, and unfair competition laws by (a) allegedly securing an exclusive supply contract for the alleged purpose of preventing a generic manufacturer from securing its own supply of thalidomide active pharmaceutical ingredient, (b) allegedly refusing to sell samples of Thalomid and Revlimid brand drugs to various generic manufacturers for the alleged purpose of bioequivalence testing necessary for aNDAs to be submitted to the FDA for approval to market generic versions of these products, (c) allegedly bringing unjustified patent infringement lawsuits in order to allegedly delay approval for proposed generic versions of Thalomid and Revlimid, and/or (d) allegedly entering into settlements of patent infringement lawsuits with certain generic manufacturers that allegedly have had anticompetitive effects. The plaintiffs, on behalf of themselves and putative classes of third-party payers, sought injunctive relief and damages. The various lawsuits were consolidated into a master action for all purposes. In March 2020, Celgene reached a settlement with the class plaintiffs. In October 2020, the Court entered a final order approving the settlement and dismissed the matter. That settlement did not resolve the claims of certain entities that opted out of the settlement.

In March 2019, Humana Inc. (“Humana”), which opted out of the above settlement, filed a lawsuit against Celgene in the U.S. District Court for the District of New Jersey. Humana’s complaint makes largely the same claims and allegations as were made in the Thalomid and Revlimid antitrust class action litigation. The complaint purports to assert claims on behalf of Humana and its subsidiaries in several capacities, including as a direct purchaser and as an indirect purchaser, and seeks, among other things, treble and punitive damages, injunctive relief and attorneys’ fees and costs. In May 2019, Celgene filed a motion to dismiss Humana’s complaint. In April 2022, the Court issued an order denying Celgene’s motion to dismiss. That order addressed only Celgene’s argument that certain of Humana’s claims were barred by the statute of limitations. The Court’s order did not address Celgene’s other grounds for dismissal and instead directed Celgene to present those arguments in a renewed motion to dismiss following the filing of amended complaints. In May 2022, Humana filed an amended complaint against Celgene and BMS asserting the same claims based on additional factual allegations. Celgene and BMS have served a renewed motion to dismiss. No trial date has been scheduled.

United HealthCare Services, Inc. (“UHS”), Blue Cross Blue Shield Association (“BCBSA”), BCBSM Inc., Health Care Service Corporation (“HCSC”), Blue Cross and Blue Shield of Florida Inc., Cigna Corporation (“Cigna”), Molina Healthcare, Inc. (“Molina”) and several MSP related entities (MSP Recovery Claims, Series LLC; MSPA Claims 1, LLC; MAO-MSO Recovery II, LLC, Series PMPI, a segregated series of MAO-MSO Recovery II, LLC; MSP Recovery Claims Series 44, LLC; MSP Recovery Claims PROV, Series LLC; and MSP Recovery Claims CAID, Series LLC (together, “MSP”)) filed lawsuits making largely the same claims and allegations as were made in the class action litigation and in ~~state court in Delaware. As~~the Humana opt-out action. Certain of ~~October 2017, there~~the matters have made additional claims related to copay assistance for Thalomid and Revlimid. These cases are ~~over 150 cases~~now pending in the ~~MDL~~U.S. District Court for the District of New Jersey and ~~state courts~~will proceed as described above with respect to the Humana opt-out action filed in March 2019. No trial dates have been scheduled.

In May 2021, Molina sued Celgene and BMS in San Francisco Superior Court. Molina’s complaint makes largely the same claims and allegations as were made in the ~~United States~~class action litigation. In July 2021, Celgene and ~~one pending~~BMS removed the action to the U.S. District Court for the Northern District of California, and in ~~Canada. Over 80 cases have been~~January 2022, that court granted Molina’s motion to remand to San Francisco Superior Court. In June 2022, the San Francisco Superior Court dismissed ~~with prejudice by~~63 of Molina’s claims and stayed the ~~MDL. Plaintiffs have appealed some~~remaining 4 claims. No activity is expected in this case until disposition of the ~~dismissed cases to~~New Jersey actions.

In May 2018, Humana filed a lawsuit against Celgene in the ~~Second~~Pike County Circuit Court of ~~Appeals.~~

~~SHAREHOLDER DERIVATIVE LITIGATION~~

~~Since December 2015, three shareholder derivative lawsuits were filed~~the Commonwealth of Kentucky. Humana’s complaint alleges Celgene engaged in unlawful off-label marketing in connection with sales of Thalomid and Revlimid and asserts claims against Celgene for fraud, breach of contract, negligent misrepresentation, unjust enrichment and violations of New ~~York state court against certain officers~~Jersey’s Racketeer Influenced and ~~directors~~Corrupt Organizations Act. Humana subsequently dismissed its claims for breach of ~~the Company.~~contract voluntarily. The ~~plaintiffs allege,~~complaint seeks, among other things, ~~breaches~~treble and punitive damages, injunctive relief and attorneys’ fees and costs. A trial has been scheduled for January 2023.

In May 2020, Celgene filed suit against Humana Pharmacy, Inc. (“HPI”), a Humana subsidiary, in Delaware Superior Court. Celgene’s complaint alleges that HPI breached its contractual obligations to Celgene by assigning claims to Humana that Humana is now asserting. The complaint seeks damages for HPI’s breach as well as a declaratory judgment. A trial has been scheduled for March 2023.

BeiGene Arbitration Matter

On July 5, 2017,Celgene Logistics Sàrl (“Celgene Logistics”) and BeiGene, Ltd. (together with its assignees, “BeiGene”), entered into a License and Supply Agreement (the “LSA”) pursuant to which BeiGene was granted, among other things, an exclusive license to distribute and commercialize Revlimid, Vidaza and Abraxane in China.

BeiGene initiated an arbitration proceeding against Celgene Logistics and BMS at the International Chamber of ~~fiduciary duty surrounding~~Commerce in June 2020, asserting various claims, including breach of contract under the ~~Company’s previously disclosed~~LSA. In October ~~2015 civil settlement~~2021, Celgene Logistics delivered notice to BeiGene terminating the LSA with respect to Abraxane. A final hearing on the ~~Securities~~merits was held in June 2022, and ~~Exchange Commission~~the parties have completed post-hearing briefing.

MSK Contract Litigation

On April 1, 2022, Memorial Sloan Kettering Cancer Center and Eureka Therapeutics, Inc. (collectively, “Plaintiffs”) filed a complaint against BMS, Celgene and Juno (collectively, “Defendants”). In June 2022, Plaintiffs filed an amended complaint. Plaintiffs allege that Defendants breached a license agreement by allegedly failing to use commercially reasonable efforts to develop, manufacture, and commercialize a certain chimeric antigen receptor product and by failing to pay Plaintiffs a running royalty of ~~alleged Foreign Corrupt Practices Act violations~~at least 1.5% of worldwide sales of Abecma allegedly owed to Plaintiffs under the license agreement. Defendants disagree with plaintiffs' claims and filed a motion to dismiss the amended complaint in ~~China in which the Company agreed to a payment of approximately $14.7 million in disgorgement, penalties and interest. As of October 2017, all three of the lawsuits have~~July 2022. No trial date has been ~~dismissed. The Company received a notice of appeal for one of the lawsuits in September 2017.~~scheduled.

GOVERNMENT INVESTIGATIONS

Like other pharmaceutical companies, ~~the Company~~BMS and certain of its subsidiaries are subject to extensive regulation by national, state and local ~~government agencies~~authorities in the U.S. and other countries in which BMS operates. As a result, ~~the Company,~~BMS, from time to time, is subject to various governmental and regulatory inquiries and ~~investigations.~~investigations as well as threatened legal actions and proceedings. It is possible that criminal charges, substantial fines and/or civil penalties, could result from government or regulatory investigations.

ENVIRONMENTAL PROCEEDINGS

As previously reported, ~~the Company~~BMS is a party to several environmental proceedings and other matters, and is responsible under various state, federal and foreign laws, including CERCLA, for certain costs of investigating and/or remediating contamination resulting from past industrial activity at ~~the Company’s~~BMS’s current or former sites or at waste disposal or reprocessing facilities operated by third parties.

CERCLA and Other Remediation Matters

With respect to CERCLA and other remediation matters for which ~~the Company~~BMS is responsible under various state, federal and ~~foreign~~international laws, ~~the Company~~BMS typically estimates potential costs based on information obtained from the U.S. Environmental Protection Agency, or counterpart state or foreign agency and/or studies prepared by independent consultants, including the total estimated costs for the site and the expected cost-sharing, if any, with other “potentially responsible parties,” and ~~the Company~~BMS accrues liabilities when they are probable and reasonably estimable. ~~The Company~~BMS estimated its share of future costs for these sites to be ~~$63~~$87 million atas of September 30, ~~2017,~~2022, which represents the sum of best estimates or, where no best estimate can reasonably be made, estimates of the minimal probable amount among a range of such costs (without taking into account any potential recoveries from other parties). The amount includes the estimated costs for any additional probable loss associated with the previously disclosed North Brunswick Township High School Remediation Site.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of results of operations and financial condition is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q to enhance the understanding of our results of operations, financial condition and cash flows.

EXECUTIVE SUMMARY

Bristol-Myers Squibb Company is a global ~~specialty~~ biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. Our principal strategy is to combine the resources, scale and capability of a pharmaceutical company with the speed and focus on innovation of the biotech industry. Our ~~four strategic~~focus as a biopharmaceutical company is on discovering, developing and delivering transformational medicines for patients facing serious diseases in areas where we believe that we have an opportunity to make a meaningful difference: oncology (both solid tumors and hematology), immunology, cardiovascular and neurology. Our priorities are to ~~drive business performance,~~ continue to ~~build a strong franchise~~renew and diversify our portfolio through launching our new product portfolio, advancing our early, mid and late-stage pipeline, and executing disciplined business development. We remain committed to reducing our debt and returning capital to shareholders. For further information on our strategy, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary—Strategy” in ~~IO, maintain a diversified portfolio both within and outside of IO, and continue~~ our ~~disciplined approach to capital allocation, including establishing partnerships and collaborations as an essential component of successfully delivering transformational medicines to patients.~~2021 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

In 2022, we have received 17 approvals for new medicines and additional indications and formulations of currently marketed medicines in major markets (the U.S., EU and Japan), including advancement in oncology through FDA and EC approval of Opdualag, the first PD-1 inhibitor and LAG-3 blocking antibody combination. Additionally, in the U.S., EU and Japan, two Opdivo based regimens as first line treatments for unresectable advanced or metastatic ESCC were approved. We continue to advance and invest in our cell therapy portfolio through the approval of Abecma in Japan for the treatment of multiple myeloma, and approvals of Breyanzi for the second-line and third-line treatments of relapsed or refractory diffuse large B-cell lymphoma in the U.S. and EU, respectively. We continue the expansion of our cell therapy manufacturing capabilities at our existing facilities in Washington and New Jersey, as well as through the construction of new state-of-the-art manufacturing facilities in Massachusetts and in Leiden, Netherlands. In September 2022, we obtained approvals in the U.S. and Japan for Sotyktu (deucravacitinib), which expanded our portfolio in immunology for the treatment of plaque psoriasis. Within cardiovascular, we broadened our New Product Portfolio with the FDA approval of Camzyos (mavacamten) for patients with symptomatic obstructive HCM. In addition, in August 2022, we acquired Turning Point, a precision oncology company, with the goal of expanding our solid tumor portfolio with the addition of repotrectinib and other pipeline assets.

Our revenues increased by 8%1% for the nine months ended September 30, ~~2017~~2022 due to In-Line Products (primarily Eliquis and Opdivo) and New Product Portfolio (primarily Abecma, Opdualag and Reblozyl), partially offset byRecent LOE Products (primarily Revlimid) and the impact of foreign exchange. The $0.05 decrease in GAAP EPS primarily resulted from specified items, including equity investment and contingent consideration fair value adjustments, partially offset by lower impairment charges and higher divestiture gains in 2022. After adjusting for specified items, non-GAAP EPS increased $0.57 as a result of ~~higher demand for our prioritized brands including~~ ~~Opdivo~~ ~~and~~ ~~Eliquis~~ ~~partially offset by increased competition for established brands, primarily~~ ~~Daklinza. The $0.10 decrease in GAAP EPS was due to higher license, asset acquisition and restructuring related charges and~~ lower ~~divestiture related income. These items were partially offset by~~weighted-average common shares outstanding, higher ~~revenues,~~ royalties and licensing income and ~~the patent-infringement litigation settlement related to Merck's PD-1 antibody~~ Keytruda* ~~(pembrolizumab). After adjusting for licensing income, litigation settlements, license and asset acquisition charges and other specified items, non-GAAP EPS increased $0.12.~~lower Acquired IPRD charges.


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions, except per share data	2022		2021		2022		2021
Total Revenues	$	11,218	$	11,624	$	34,753	$	34,400

Diluted Earnings Per Share
GAAP	$	0.75	$	0.69	$	2.00	$	2.05
Non-GAAP	1.99		1.93		5.88		5.31

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions, except per share data 2017 2016 2017 2016
Total Revenues $ 5,254
$ 4,922
$ 15,327
$ 14,184

Diluted Earnings Per Share
GAAP 0.51
0.72
2.02
2.12
Non-GAAP 0.75
0.77
2.32
2.20

Our non-GAAP financial measures, including non-GAAP earnings and related EPS information, are adjusted to exclude specified items ~~which~~that represent certain costs, expenses, gains and losses and other items impacting the comparability of financial results. For a detailed listing of all specified items and further information, reconciliations and ~~reconciliations of~~changes to our non-GAAP financial measures refer to “—Non-GAAP Financial Measures.”

~~Puerto Rico Update~~

~~Like many others~~

Economic and Market Factors

Governmental Actions

Our products continue to be subject to increasing pressures across the portfolio from pharmaceutical market access and pricing controls and discounting, changes to tax and importation laws and other restrictions in the ~~pharmaceutical industry,~~U.S., the EU and other regions around the world that result in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which can negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility. For example, on August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 ("IRA") which provides for (i) the government to negotiate prices for select high-cost Medicare Part D (beginning in 2026) and Part B drugs (beginning in 2028), (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices increase faster than inflation beginning in 2022 for Part D and 2023 for Part B, and (iii) Medicare Part D redesign which replaces the current coverage gap provisions and establishes a $2,000 cap for out-of-pocket limits costs for Medicare beneficiaries beginning in 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached. Implementation of this legislation is expected to be carried out through upcoming actions by regulatory authorities, the outcome of which is uncertain. Additionally, in connection with the IRA the following changes have been made to U.S. tax laws, including (i) a 15% minimum tax that generally applies to U.S. corporations on adjusted financial statement income beginning in 2023 and (ii) a non-deductible 1% excise tax provision on net stock repurchases, to be applied to repurchases beginning in 2023. We continue to evaluate the impact of the IRA legislation on our results of operations and it is possible that these changes may result in a material impact on our business and results of operations. Furthermore, countries are expected to make changes to their tax laws and updates to international tax treaties to implement the agreement by the Organization for Economic Co-operation and Development to establish a global minimum tax. See risk factors on these items included under “Part I—Item 1A. Risk Factors—Product, Industry and Operational Risks—Increased pricing pressure and other restrictions in the U.S. and abroad continue to negatively affect our revenues and profit margins” and “—Changes to tax regulations could negatively impact our earnings” in our 2021 Form 10-K.

In February 2022, the Russian Federation invaded Ukraine. As a result, the U.S. and many other countries have implemented extensive sanctions on the Russian Federation, with which BMS continues to fully comply. In June 2022, we ~~have manufacturing and~~transferred our commercial operations in ~~Puerto Rico which were impacted by~~ the ~~recent hurricanes.~~Russian Federation to a third-party distributor and incurred $38 million of exit costs through September 30, 2022. Our ~~two manufacturing sites sustained some damage but~~remaining net assets in the Russian Federation are ~~currently operating at limited capacity. We continue to work to restore to normal operations. Our first priority was to ensure the safety~~not material. The Russian Federation and ~~well-being~~Ukraine represent less than 1% of our ~~employees. We~~total revenues, net assets, workforce and clinical trials, and while the situation continues to evolve, as of now, we do not anticipate any significant negative impacts on our business. For a more complete discussion of the risks we encounter in our business, please refer to “Part I—Item 1A. Risk Factors” in our 2021 Form 10-K.

COVID-19

In response to the COVID-19 pandemic, international, federal, state and local public health and governmental authorities have ~~accounted for 100% of our employees~~taken, and continue to ~~provide humanitarian aid as needed. Our business continuity plans have been successful~~take, a number of actions to ~~date despite very challenging conditions with no supply disruption~~limit the spread of COVID-19 and address related disruptions in the U.S. and global economy. While we continue to ~~date. In addition, we do not foresee any product supply issues. Although our financial results for~~experience impacts on revenues from COVID-19 primarily due to lower new patient starts and patient visits, the ~~quarter were~~pandemic has not significantly impacted our results of operations. The situation remains dynamic and it is difficult to reasonably assess or predict the full extent of the negative impact that the COVID-19 pandemic may have on our business, financial condition, results of operations and cash flows. The future financial and operational impact of the COVID-19 pandemic on BMS will depend on future developments such as the ultimate duration and the severity of the spread of COVID-19 and any variant strains in the U.S. and globally, the effectiveness and outreach of vaccines, the effectiveness of federal, state, local and international government's mitigation actions, the pandemic's impact on the U.S. and global economies, changes in the behavior of patients and medical professionals and the timing for resumption to our normal operations, as well as developments affecting healthcare and the delivery of medicines to patients. See “Part I—Item 1A. Risk Factors—General Risks—The COVID-19 pandemic is affecting our business and could have a material adverse effect on us” in our 2021 Form 10-K.

As the COVID-19 pandemic affected global healthcare systems as well as major economic and financial markets, we ~~will continue~~adopted several procedures focused on ensuring the continued supply of our medicines to ~~monitor~~our patients and ~~assess~~protecting the ~~ongoing effects.~~health, wellbeing and safety of our workforce. Additional information on the procedures adopted are available at www.bms.com/about-us/responsibility/coronavirus-updates.

Significant Product and Pipeline Approvals

The following is a summary of the significant approvals received in ~~2017:~~

2022 as of October 26, 2022:



Product	Date	Approval


~~Opdivo~~Sotyktu			September ~~2017~~2022			Japan's Ministry of Health, Labour and Welfare approval of Sotyktu for treatment of plaque psoriasis, generalized pustular psoriasis, or erythrodermic psoriasis, for patients who have had an inadequate response to conventional therapies.


Opdualag			September 2022			EC approval of Opdualag for the first-line treatment of advanced (unresectable or metastatic) melanoma in adults and adolescents 12 years of age and older with tumor cell PD-L1 expression < 1%.


Sotyktu			September 2022			FDA approval of Sotyktu for the treatment of ~~patients~~adults with ~~HCC, a type of liver cancer,~~moderate-to-severe plaque psoriasis who ~~have been previously treated with sorafenib.~~are candidates for systemic therapy or phototherapy.


~~September 2017~~Breyanzi			~~Approval in Japan~~June 2022			FDA approval of Breyanzi for the treatment of adult patients with relapsed or refractory large B-cell lymphoma after one line of therapy who are not eligible for transplant or who relapsed within 12 months of first-line chemoimmunotherapy.


Opdivo+Yervoy			May 2022			Japan's Ministry of Health, Labour and Welfare approval of Opdivo plus Yervoy as a first-line treatment for adult patients with unresectable advanced or ~~recurrent gastric cancer which has progressed after chemotherapy, received by our alliance partner, Ono.~~metastatic ESCC regardless of PD-L1 status.


~~August 2017~~Opdivo			May 2022			Japan's Ministry of Health, Labour and Welfare approval of Opdivo in combination with fluoropyrimidine- and platinum-containing chemotherapy as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status.


Opdivo+Yervoy			May 2022			FDA approval of Opdivo plus Yervoy as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status.


Opdivo			May 2022			FDA approval of Opdivo in combination with fluoropyrimidine- and platinum-containing chemotherapy as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status.


Camzyos			April 2022			FDA approval of Camzyos for the treatment of adults with symptomatic obstructive HCM.


Breyanzi			April 2022			EC approval of Breyanzi for the treatment of adult patients with relapsed or refractory diffuse large B-cell lymphoma, primary mediastinal large B-cell lymphoma and follicular lymphoma grade 3B after two or more lines of systemic therapy.


Opdivo+Yervoy			April 2022			EC approval of Opdivo plus Yervoy for the first-line treatment of adult patients with unresectable advanced, recurrent or metastatic ESCC with tumor cell PD-L1 expression > 1%.


Opdivo			April 2022			EC approval of Opdivo for the adjuvant treatment of adults with muscle-invasive urothelial carcinoma with tumor cell PD-L1 expression > 1% who are at risk of recurrence after undergoing radical resection.


Opdivo			April 2022			EC approval of Opdivo in combination with fluoropyrimidine- and platinum-based chemotherapy for the first-line treatment of adult patients with unresectable advanced, recurrent, or metastatic ESCC with PD-L1 expression > 1%.


Opdualag			March 2022	FDA approval of Opdualag, a fixed-dose combination of nivolumab and relatlimab, for the treatment of adult and pediatric patients ~~with MSI-H or dMMR mCRC that has progressed following treatment with a fluoropyrimidine, oxaliplatin and irinotecan.~~
~~June 2017~~	EC approval for the treatment of patients with previously treated locally advanced unresectable or metastatic urothelial carcinoma, a type of bladder cancer, in adults after failure of platinum-containing therapy.
~~April 2017~~	~~EC approval for the treatment of SCCHN in adults progressing on or after platinum-based therapy.~~
~~March 2017~~	~~Approval in Japan for the treatment of recurrent or metastatic HNC, received by our alliance partner, Ono.~~
~~February 2017~~	~~FDA approval for the treatment of patients with previously treated locally advanced or metastatic urothelial carcinoma, a type of bladder cancer.~~
~~Orencia~~	~~July 2017~~	EC approval for the treatment of active PsA in adults for whom the response to previous disease-modifying antirheumatic drug therapy, including methotrexate, has been inadequate, and additional systemic therapy for psoriatic skin lesions is not required.
	~~July 2017~~	~~FDA approval for the treatment of active PsA in adults.~~
	~~March 2017~~	~~FDA approval of a new subcutaneous administration option for use in patients two~~12 years of age and older with ~~moderately to severely active polyarticular JIA.~~unresectable or metastatic melanoma.


~~Yervoy~~Opdivo			~~July 2017~~March 2022			FDA approval of ~~an expanded indication~~ Opdivo in combination with platinum-doublet chemotherapy for adult patients with resectable NSCLC in the neoadjuvant setting.


Opdivo			March 2022			Japan's Ministry of Health, Labour and Welfare approval of Opdivo for the adjuvant treatment of urothelial carcinoma.


Abecma			January 2022	Japan’s Ministry of Health, Labour and Welfare approval of Abecma for the treatment of ~~unresectable or metastatic melanoma in pediatric patients.~~
~~Hepatitis C Franchise~~	~~April 2017~~	~~China FDA approval of the~~ ~~Daklinza~~ ~~and~~ ~~Sunvepra~~ ~~regimen for treatment-naive or experienced patients infected with genotype 1b chronic HCV. In addition,~~ ~~Daklinza~~ ~~was approved in China for combination use with other agents, including sofosbuvir, for~~ adult patients with ~~HCV genotypes 1-6 infection.~~relapsed or refractory multiple myeloma who have received at least three prior therapies.

Refer to "—“—Product and Pipeline ~~Developments"~~Developments” for ~~all of~~ the developments in our marketed products and late-stage pipeline ~~in 2017.~~since the start of the third quarter of 2022.

Acquisitions, Divestitures, Licensing and ~~Licensing~~Other Arrangements

Acquisition and licensing transactions allow us to focus our resources behind our growth opportunities that drive the greatest long-term value. We are focused on the following core therapeutic areas: oncology, including IO, immunoscience, cardiovascular and fibrosis. Significant transactions entered into in 2017 are summarized below.

Refer to ~~"Item~~“Item 1. Financial Statements—Note 3. Alliances” and “—Note 4. Acquisitions, Divestitures, Licensing and ~~Licensing Arrangements"~~Other Arrangements” for ~~further information.~~information on significant acquisitions, divestitures, licensing and other arrangements.

~~Halozyme~~

In the third quarter of 2017, BMS and Halozyme announced a global collaboration and license agreement to develop subcutaneously administered BMS IO medicines using Halozyme's ENHANZE* drug-delivery technology. This transaction is expected to close in the fourth quarter of 2017 subject to obtaining customary regulatory and antitrust approvals.

~~IFM~~

~~Biogen~~

~~In the second quarter of 2017, BMS out-licensed to Biogen exclusive rights to develop and commercialize BMS-986168, an anti-eTau compound in development for Progressive Supranuclear Palsy.~~

~~Roche~~

~~In the second quarter of 2017, BMS out-licensed to Roche exclusive rights to develop and commercialize BMS-986089, an anti-myostatin adnectin in development for Duchenne Muscular Dystrophy.~~

~~CytomX~~

In the second quarter of 2017, BMS and CytomX, a biopharmaceutical company developing investigational Probody therapeutics for the treatment of cancer, expanded their strategic collaboration to discover novel therapies that will include up to eight additional targets using CytomX’s proprietary Probody platform.

RESULTS OF OPERATIONS

Regional Revenues

Three Months Ended September 30, Nine Months Ended September 30,
Total Revenues 2017 vs. 2016 Total Revenues 2017 vs. 2016
Dollars in Millions 2017 2016 Total Change
Foreign Exchange^(b)
2017 2016 Total Change
Foreign Exchange^(b)
United States $ 2,864
$ 2,790
3 % —
$ 8,467
$ 8,015
6 % —
Europe 1,262
946
33 % 5 % 3,596
2,855
26 % (1 )%
Rest of the World 970
1,069
(9 )% (2 )% 2,858
2,922
(2 )% (1 )%
Other^(a)
158
117
35 % N/A
406
392
4 % N/A
Total $ 5,254
$ 4,922
7 % 1 % $ 15,327
$ 14,184
8 % (1 )%
The composition of the changes in revenues was as follows:


	Three Months Ended September 30,								Nine Months Ended September 30,
Dollars in Millions	2022		2021		% Change		Foreign Exchange(b)		2022		2021		% Change		Foreign Exchange(b)
United States	$	7,941	$	7,296	9	%	—		$	23,903	$	21,694	10	%	—
International	3,062		4,052		(24)	%	(10)	%	10,216		12,075		(15)	%	(9)	%

Other(a)	215		276		(22)	%	—		634		631		—		—
Total	$	11,218	$	11,624	(3)	%	(3)	%	$	34,753	$	34,400	1	%	(3)	%


~~(a)~~	~~Other revenues include royalties and alliance-related revenues for products not sold by our regional commercial organizations.~~


~~(b)~~	~~Foreign exchange impacts were derived by applying the prior period average currency rates to the current period sales.~~

(a) Other revenues include royalties and alliance-related revenues for products not sold by our regional commercial organizations.

(b) Foreign exchange impacts were derived by applying the prior period average currency rates to the current period sales.

United States

•U.S. revenues for the third quarter of 2022 and year-to-date increased ~~in both periods~~primarily due to ~~higher demand for~~ Eliquis, Opdivo and ~~Opdivo~~ our New Product Portfolio, partially offset by ~~lower demand for established brands due to increased competition, primarily~~ ~~Daklinza~~our Recent LOE Products. Average U.S. net selling prices ~~were approximately 2% higher after charge-backs, rebates and discounts in the nine months ended September 30, 2017~~increased 4% year-to-date compared to the ~~prior~~same period a year ~~period. Refer to “—Product Revenues” below~~ago.

International

•International revenues for ~~additional information.~~

~~Europe revenues increased in both periods due to higher demand for~~ ~~Opdivo~~the third quarter of 2022 and ~~Eliquis~~ ~~partially offset by lower demand for~~ ~~Daklinza~~ ~~due to increased competition~~.

~~Rest of the World revenues~~year-to-date decreased ~~in both periods~~primarily due to lower demand for ~~established brands, including~~ ~~Daklinza,~~ ~~due~~Revlimid as a result of generic erosion and foreign exchange impacts. Average net selling prices decreased compared to ~~increased competition and~~ the ~~divestiture of certain other brands partially offset by higher demand for~~ ~~Opdivo~~ ~~and~~ ~~Eliquis~~.same period a year ago.

No single country outside the U.S. contributed more than 10% of total revenues during the nine months ended September 30, ~~2017 or 2016.~~2022 and 2021. Our business is typically not seasonal.

GTN Adjustments

The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as ~~follows (excluding alliance and other revenues such as~~ Atripla*):follows:


	Three Months Ended September 30,								Nine Months Ended September 30,
Dollars in Millions	2022			2021			% Change		2022			2021			% Change
Gross product sales	$	17,606		$	17,335		2	%	$	51,555		$	49,676		4	%
GTN adjustments
Charge-backs and cash discounts	(1,907)			(1,908)			—		(5,420)			(5,214)			4	%
Medicaid and Medicare rebates	(3,295)			(2,625)			26	%	(8,003)			(6,482)			23	%
Other rebates, returns, discounts and adjustments	(1,591)			(1,559)			2	%	(4,526)			(4,534)			—
Total GTN adjustments	(6,793)			(6,092)			12	%	(17,949)			(16,230)			11	%
Net product sales	$	10,813		$	11,243		(4)	%	$	33,606		$	33,446		—

GTN adjustments percentage	38		%	35		%	3	%	35		%	32		%	3	%
U.S.	43		%	42		%	1	%	40		%	39		%	1	%
Non-U.S.	18		%	17		%	1	%	17		%	17		%	—

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 % Change 2017 2016 % Change
Gross product sales $ 6,555
$ 5,698
15 % $ 18,723
$ 16,252
15 %
GTN adjustments:
Charge-backs and cash discounts (583 ) (427 ) 37 % (1,521 ) (1,174 ) 30 %
Medicaid and Medicare rebates (573 ) (397 ) 44 % (1,474 ) (1,018 ) 45 %
Other rebates, returns, discounts and adjustments (537 ) (382 ) 41 % (1,516 ) (1,172 ) 29 %
Total GTN adjustments (1,693 ) (1,206 ) 40 % (4,511 ) (3,364 ) 34 %
Net product sales $ 4,862
$ 4,492
8 % $ 14,212
$ 12,888
10 %

GTN adjustments percentage 26 % 21 % 5 % 24 % 21 % 3 %
U.S. 32 % 26 % 6 % 30 % 26 % 4 %
Non-U.S. 15 % 14 % 1 % 14 % 12 % 2 %

Reductions to provisions for product sales made in prior periods resulting from changes in estimates were ~~$65~~$10 million and ~~$143~~$207 million infor the three and nine months ended September 30, ~~2017~~2022 and ~~2016,~~$10 million and $282 million for the three and nine months ended September 30, 2021, respectively. The reductions to provisions primarily related to Non-U.S. revisions in clawback amounts primarily driven by the VAT recoverable estimates in 2022 and Eliquis coverage gap discounts in 2021. GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual ~~and~~or legislative discounts and rebates. U.S. GTN adjustments ~~are increasing at a higher rate than gross product sales~~percentage increased primarily due to higher ~~U.S.~~ ~~Eliquis~~ ~~gross product sales,~~government channel mix, which has ~~a relatively high~~higher GTN adjustment ~~percentage.~~percentages.

Product Revenues


	Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in Millions	2022		2021		% Change		2022		2021		% Change
In-Line Products
Eliquis	$	2,655	$	2,413	10	%	$	9,101	$	8,091	12	%
U.S.	1,729		1,315		31	%	6,068		4,960		22	%
Non-U.S.	926		1,098		(16)	%	3,033		3,131		(3)	%

Opdivo	2,047		1,905		7	%	6,033		5,535		9	%
U.S.	1,243		1,062		17	%	3,547		3,082		15	%
Non-U.S.	804		843		(5)	%	2,486		2,453		1	%

Pomalyst/Imnovid	886		851		4	%	2,620		2,478		6	%
U.S.	640		586		9	%	1,813		1,665		9	%
Non-U.S.	246		265		(7)	%	807		813		(1)	%

Orencia	883		870		1	%	2,551		2,442		4	%
U.S.	682		644		6	%	1,928		1,773		9	%
Non-U.S.	201		226		(11)	%	623		669		(7)	%

Sprycel	560		551		2	%	1,587		1,562		2	%
U.S.	402		346		16	%	1,079		946		14	%
Non-U.S.	158		205		(23)	%	508		616		(18)	%

Yervoy	523		515		2	%	1,563		1,481		6	%
U.S.	322		313		3	%	959		935		3	%
Non-U.S.	201		202		—		604		546		11	%

Empliciti	73		82		(11)	%	225		253		(11)	%
U.S.	47		48		(2)	%	141		150		(6)	%
Non-U.S.	26		34		(24)	%	84		103		(18)	%

Mature and other products	441		480		(8)	%	1,338		1,459		(8)	%
U.S.	144		152		(5)	%	424		434		(2)	%
Non-U.S.	297		328		(9)	%	914		1,025		(11)	%


	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2017		2016		% Change		2017		2016		% Change		Dollars in Millions	2022	2021	% Change		2022	2021	% Change
Prioritized Brands
Opdivo	$	1,265	$	920	38	%	$	3,587	$	2,464	46	%
New Product Portfolio													New Product Portfolio
Reblozyl													Reblozyl	190	160	19	%	518	400	30	%
U.S.	778		712		9	%	2,307		1,949		18	%	U.S.	156	147	6	%	434	355	22	%
Non-U.S.	487		208		**		1,280		515		**		Non-U.S.	34	13	**		84	45	87	%

Eliquis	1,232		884		39	%	3,509		2,395		47	%
Abecma													Abecma	107	71	51	%	263	95	**
U.S.	717		512		40	%	2,119		1,424		49	%	U.S.	75	67	12	%	203	91	**
Non-U.S.	515		372		38	%	1,390		971		43	%	Non-U.S.	32	4	**		60	4	**

Orencia	632		572		10	%	1,817		1,640		11	%
Zeposia													Zeposia	69	40	73	%	171	86	99	%
U.S.	432		387		12	%	1,243		1,109		12	%	U.S.	50	32	56	%	119	65	83	%
Non-U.S.	200		185		8	%	574		531		8	%	Non-U.S.	19	8	**		52	21	**

Sprycel	509		472		8	%	1,478		1,330		11	%
Breyanzi													Breyanzi	44	30	47	%	127	47	**
U.S.	278		259		7	%	806		702		15	%	U.S.	35	29	21	%	109	46	**
Non-U.S.	231		213		8	%	672		628		7	%	Non-U.S.	9	1	**		18	1	**

Yervoy	323		285		13	%	975		789		24	%
Inrebic													Inrebic	21	22	(5)	%	62	54	15	%
U.S.	239		222		8	%	727		600		21	%	U.S.	17	20	(15)	%	52	50	4	%
Non-U.S.	84		63		33	%	248		189		31	%	Non-U.S.	4	2	100	%	10	4	**

Empliciti	60		41		46	%	168		103		63	%
Onureg													Onureg	32	21	52	%	87	48	81	%
U.S.	39		36		8	%	112		97		15	%	U.S.	24	21	14	%	68	47	45	%
Non-U.S.	21		5		**		56		6		**		Non-U.S.	8	—	N/A		19	1	**

Established Brands
Hepatitis C Franchise	73		379		(81	)%	347		1,352		(74	)%
Opdualag													Opdualag	84	—	N/A		148	—	N/A
U.S.	24		192		(88	)%	96		745		(87	)%	U.S.	84	—	N/A		148	—	N/A
Non-U.S.	49		187		(74	)%	251		607		(59	)%	Non-U.S.	—	—	N/A		—	—	N/A

Baraclude	264		306		(14	)%	819		896		(9	)%
Camzyos													Camzyos	5	—	N/A		8	—	N/A
U.S.	14		17		(18	)%	40		49		(18	)%	U.S.	5	—	N/A		8	—	N/A
Non-U.S.	250		289		(13	)%	779		847		(8	)%	Non-U.S.	—	—	N/A		—	—	N/A

Sustiva Franchise	183		275		(33	)%	555		819		(32	)%
Sotyktu													Sotyktu	1	—	N/A		1	—	N/A
U.S.													U.S.	1	—	N/A		1	—	N/A
Non-U.S.													Non-U.S.	—	—	N/A		—	—	N/A
Recent LOE Products(a)													Recent LOE Products(a)
Revlimid													Revlimid	2,420	3,347	(28)	%	7,718	9,493	(19)	%
U.S.	157		234		(33	)%	471		689		(32	)%	U.S.	2,170	2,303	(6)	%	6,338	6,425	(1)	%
Non-U.S.	26		41		(37	)%	84		130		(35	)%	Non-U.S.	250	1,044	(76)	%	1,380	3,068	(55)	%

Reyataz Franchise	174		238		(27	)%	555		706		(21	)%
Abraxane													Abraxane	177	266	(33)	%	632	876	(28)	%
U.S.	85		125		(32	)%	260		367		(29	)%	U.S.	115	211	(45)	%	464	670	(31)	%
Non-U.S.	89		113		(21	)%	295		339		(13	)%	Non-U.S.	62	55	13	%	168	206	(18)	%

Other Brands	539		550		(2	)%	1,517		1,690		(10	)%
Total Revenues													Total Revenues	11,218	11,624	(3)	%	34,753	34,400	1	%
U.S.	101		94		7	%	286		284		1	%	U.S.	7,941	7,296	9	%	23,903	21,694	10	%
Non-U.S.	438		456		(4	)%	1,231		1,406		(12	)%	Non-U.S.	3,277	4,328	(24)	%	10,850	12,706	(15)	%

** Change in excess of 100%.

(a) Recent LOE Products includes products with significant decline in revenue from a prior reporting period as a result of a loss of exclusivity.

Eliquis (apixaban)— an oral Factor Xa inhibitor, indicated for the reduction in risk of stroke/systemic embolism in NVAF and for the treatment of DVT/PE and reduction in risk of recurrence following initial therapy.

•U.S. revenues increased 31% in the third quarter of 2022 and 22% year-to-date due to higher demand and higher average net selling prices, including favorable GTN adjustments. A majority of Eliquis patients enter the coverage gap during the third and fourth quarters which results in lower revenues during the second half of the year.

•International revenues decreased 16% in the third quarter of 2022 primarily due to foreign exchange impacts of 14% and lower average net selling prices. Excluding foreign exchange impacts, revenues decreased by 2%.

International revenues decreased 3% year-to-date due to foreign exchange impacts of 11% and lower average net selling prices, partially offset by higher demand. Excluding foreign exchange impacts, revenues increased by 8%.

•Following the May 2021 expiration of regulatory exclusivity for Eliquis in Europe, and court decisions in (i) the United Kingdom finding the UK apixaban composition of matter patent and related SPC invalid and (ii) the Netherlands denying a BMS request for a preliminary injunction that would have prevented an at-risk generic launch, generic manufacturers have begun marketing generic versions of Eliquis in the UK and the Netherlands, and may seek to market generic versions of Eliquis in additional countries in Europe, prior to the expiration of our patents, which may lead to additional infringement and invalidity actions involving our Eliquis patents being filed in various countries in Europe. We believe in the innovative science behind Eliquis and the strength of our intellectual property, which we will defend against infringement. Refer to “Item 1. Financial Statements—Note 17. Legal Proceedings and Contingencies—Intellectual Property” for further information.

Opdivo (nivolumab) — a fully human monoclonal antibody that binds to the PD-1 on T and NKT cells that has been approved for several anti-cancer indications including bladder, blood, ~~colon,~~CRC, head and neck, ~~kidney, liver,~~RCC, HCC, lung, melanoma, ~~and~~MPM, stomach and ~~continues to be investigated~~esophageal cancer. The Opdivo+Yervoy regimen also is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC and various gastric and esophageal cancers. There are several ongoing potentially registrational studies for Opdivo across other tumor types and disease ~~areas.~~areas, in monotherapy and in combination with Yervoy and various anti-cancer agents.

•U.S. revenues increased 17% in ~~both periods~~the third quarter of 2022 and 15% year-to-date due to higher ~~demand. We expect~~demand across multiple indications including the Opdivo+Yervoy combinations for NSCLC, Opdivo+Cabometyx* combination for kidney cancer, bladder and various gastric and esophageal cancers, partially offset by declining second-line eligibility across tumor indications and increased ~~competition for~~ ~~Opdivo~~ ~~to continue~~competition.

•International revenues decreased 5% in the ~~future.~~

third quarter of 2022 due to foreign exchange impacts of 13%, partially offset by higher demand as a result of additional indication launches and core indications. Excluding foreign exchange impacts, revenues increased 8%.

•International revenues increased ~~in both periods~~1% year-to-date due to higher demand as a result of additional indication launches and core indications, partially offset by foreign exchange impacts of ~~additional indications~~10%. Excluding foreign exchange impacts, revenues increased 11%.

Pomalyst/Imnovid (pomalidomide) — a proprietary, distinct, small molecule that is administered orally and ~~approvals in new countries.~~

~~Eliquis(apixaban)~~ ~~— an oral Factor Xa inhibitor, targeted at stroke prevention in adult~~modulates the immune system and other biologically important targets. Pomalyst/Imnovid is indicated for patients with ~~non-valvular atrial fibrillation~~multiple myeloma who have received at least two prior therapies including lenalidomide and a proteasome inhibitor and have demonstrated disease progression on or within 60 days of completion of the ~~prevention and treatment of venous thromboembolic disorders.~~last therapy.

•U.S. ~~and international~~ revenues increased 9% in both ~~periods~~the third quarter of 2022 and year-to-date due to higher ~~demand resulting from~~average net selling prices and higher demand.

•International revenues decreased 7% in the third quarter of 2022 and 1% year-to-date primarily due to foreign exchange impacts of 13% and 10%, respectively, partially offset by higher demand. Excluding foreign exchange impacts, revenues increased ~~commercial acceptance of novel oral anticoagulants~~by 6% and ~~market share gains.~~9%, respectively.

Orencia (abatacept) — a fusion protein indicated for adult patients with moderate to severe active RA and PsA and is also indicated for reducing signs and symptoms in certain pediatric patients with moderately to severely active polyarticular ~~juvenile idiopathic arthritis.~~JIA.

•U.S. revenues increased 6% in ~~both periods~~the third quarter of 2022 and 9% year-to-date due to higher demand and higher average selling net selling ~~prices and demand.~~prices.

•International revenues ~~increased~~decreased 11% in ~~both periods~~the third quarter of 2022 and 7% year-to-date due to foreign exchange impacts of 13% and 10%, respectively, partially offset by higher demand. Excluding foreign exchange impacts, revenues increased by 2% and 3%, respectively.

•In the U.S. and EU, estimated LOE dates are based on method of use patents that expired in 2021. Formulation and additional patents expire in 2026 and beyond. There are no Orencia biosimilars on the market in the U.S., EU or Japan.

Sprycel (dasatinib) — an oral inhibitor of multiple tyrosine kinase indicated for the first-line treatment of ~~adults~~patients with Philadelphia chromosome-positive ~~chronic myeloid leukemia~~CML in chronic phase and the treatment of adults with chronic, accelerated, or myeloid or lymphoid blast phase CML with resistance or intolerance to prior therapy, including Gleevec* ~~(imatinib meslylate).~~Gleevec* (imatinib mesylate) and the treatment of children and adolescents aged 1 year to 18 years with chronic phase Philadelphia chromosome-positive CML.

•U.S. revenues increased 16% in ~~both periods primarily~~the third quarter of 2022 and 14% year-to-date due to higher average net selling prices and higher demand.

•International revenues ~~increased~~decreased 23% in ~~both periods~~the third quarter of 2022 and 18% year-to-date due to ~~higher demand.~~foreign exchange impacts of 13% and 11%, respectively and lower demand as a result of generic erosion. Excluding foreign exchange impacts, revenues decreased by 10% and 7%, respectively.

Yervoy (ipilimumab) — a monoclonal antibody for the treatment of patients with unresectable or metastatic melanoma. The Opdivo+Yervoy regimen also is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC and esophageal cancer.

•U.S. revenues increased 3% in both ~~periods~~the third quarter of 2022 and year-to-date due to higher average net selling prices, partially offset by lower demand.

•International revenues remained constant in the third quarter of 2022 primarily due to higher ~~demand.~~demand as a result of additional indication launches and core indications, offset by foreign exchange impacts of 14%. Excluding foreign exchange impacts, revenues increased by 14%.

•International revenues increased ~~in both periods~~11% year-to-date due to higher ~~demand.~~demand as a result of additional indication launches and core indications, partially offset by foreign exchange impacts of 12% and lower average net selling prices. Excluding foreign exchange impacts, revenues increased by 23%.

Empliciti (elotuzumab) — a humanized monoclonal antibody for the treatment of multiple myeloma.

~~Empliciti~~ ~~was launched in the U.S. in December 2015, in the EU in May 2016~~Mature and ~~in Japan in September 2016.~~

•International revenues decreased 9% in ~~both periods~~the third quarter of 2022 and 11% year-to-date primarily due to ~~out-licensing~~foreign exchange impacts of 5% and ~~divestiture of certain other brands~~4% and continued generic erosion. Excluding foreign exchange impacts, revenues decreased by 4% and 7%, respectively.

Reblozyl (luspatercept-aamt) — an erythroid maturation agent indicated for the treatment of anemia in adult patients with beta thalassemia who require regular red blood cell transfusions and for the treatment of anemia failing an ESA in adult patients with very low- to intermediate-risk MDS who have ring sideroblasts and require RBC transfusions.

•U.S. revenues increased 6% in the third quarter of 2022 and 22% year-to-date primarily due to higher demand.

Abecma (idecabtagene vicleucel) — is a B-cell maturation antigen-directed genetically modified autologous CAR T cell therapy indicated for the treatment of adult patients with relapsed or refractory multiple myeloma after four or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody. Abecma was launched in May 2021.

Zeposia (ozanimod) — an oral immunomodulatory drug used to treat relapsing forms of multiple sclerosis, to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults and to treat moderately to severely active UC in adults. Zeposia was launched in June 2020.

Breyanzi (lisocabtagene maraleucel) — is a CD19-directed genetically modified autologous CAR T cell therapy indicated for the treatment of adult patients with certain types of relapsed or refractory large B-cell lymphoma after one or more lines of systemic therapy. Breyanzi was launched in April 2021.

Inrebic (fedratinib) — an oral kinase inhibitor indicated for the treatment of adult patients with intermediate-2 or high-risk primary or secondary (post-polycythemia vera or post-essential thrombocythemia) myelofibrosis. Inrebic was launched in August 2019.

Onureg (azacitidine) — an oral hypomethylating agent that incorporates into DNA and RNA, indicated for continued treatment of adult patients with AML who achieved first complete remission or complete remission with incomplete blood count recovery following intensive induction chemotherapy and are not able to complete intensive curative therapy. Onureg was launched in September 2020.

Opdualag (nivolumab and relatlimab-rmbw) — a combination of nivolumab, a PD-1 blocking antibody, and relatlimab, a LAG-3 blocking antibody, indicated for the treatment of adult and pediatric patients 12 years of age or older with unresectable or metastatic melanoma. Opdualag was launched in March 2022.

Camzyos (mavacamten) — a cardiac myosin inhibitor indicated for the treatment of adults with symptomatic obstructive HCM to improve functional capacity and symptoms. Camzyos was launched in April 2022.

Sotyktu (deucravacitinib) — an oral, selective, allosteric tyrosine kinase 2 inhibitor indicated for the treatment of adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy or phototherapy. Sotyktu was launched in September 2022.

Revlimid (lenalidomide)—an oral immunomodulatory drug that in combination with dexamethasone is indicated for the treatment of patients with multiple myeloma. Revlimid as a single agent is also indicated as a maintenance therapy in patients with multiple myeloma following autologous hematopoietic stem cell transplant.

•U.S. revenues decreased 6% in the third quarter of 2022 and 1% year-to-date due to lower demand from generic erosion, partially offset by higher average net selling prices.

•International revenues decreased 76% in the third quarter of 2022 and 55% year-to-date due to generic erosion across several European countries and Canada, lower average net selling prices and foreign exchange impacts of 3% and 4%, respectively. Excluding foreign exchange impacts, revenues decreased by 73% and 51%, respectively.

•In the U.S., certain third parties have been granted volume-limited licenses to sell generic lenalidomide beginning in March 2022 or thereafter. Pursuant to these licenses, several generics have entered or are expected to enter the U.S. market with volume-limited quantities of generic lenalidomide. In the EU, generic lenalidomide products have entered the market. In Japan, the composition of matter patent expired in July 2022, however BMS is not aware of any generic approvals. Global revenues for Revlimid are expected to decline to approximately $9.0 billion to $9.5 billion in 2022.

Abraxane (paclitaxel albumin-bound particles for injectable suspension)—a solvent-free protein-bound chemotherapy product that combines paclitaxel with albumin using our proprietary Nab technology platform, and is used to treat breast cancer, NSCLC and pancreatic cancer, among others.

•U.S. revenues decreased 45% in the third quarter of 2022 and 31% year-to-date due to entry of authorized generics and lower demand. Year-to-date was also impacted by manufacturing delays in the first quarter of 2022. Revenues in the second and third quarter of 2022 include product supply sales and profit sharing fees resulting from authorized generic arrangements.

•International revenues increased 13% in the third quarter of 2022 due to higher demand as the manufacturing delays experienced in the prior year were substantially resolved, partially offset by foreign exchange impacts of 7%. Excluding foreign exchange impacts, revenues increased by 20%.

•International revenues decreased 18% year-to-date due to lower demand as a result of generic erosion and foreign exchange impacts of 4%. Excluding foreign exchange impacts, revenues decreased by 14%. During the first quarter of 2022, the manufacturing delays experienced in the U.S. and International were substantially resolved.

•In the U.S. and EU, generics have entered the market. In Japan, the estimated minimum market exclusivity date is 2023 based on a method of use patent. Global revenues for Abraxane are expected to decline by approximately 25% to 30% in 2022.

Estimated End-User Demand

Pursuant to the SEC Consent Order described in our ~~2016 Annual Report on~~2021 Form 10-K, we monitor inventory levels on hand in the U.S. wholesaler distribution channel and outside of the U.S. in the direct customer distribution channel. We are obligated to disclose products with levels of inventory in excess of one month on hand or expected demand, subject to a de minimis exception. Estimated levels of inventory in the distribution channel in excess of one month on hand for the following products were not material to our results of operations as of the dates ~~indicated. No U.S. products~~indicated:

Sotyktu had estimated levels of inventory in the distribution channel in excess of one month on hand at September 30, 2017. Below are international products that had estimated levels of inventory in the distribution channel in excess of one month at June 30, 2017.

~~Dafalgan, an analgesic product sold principally in Europe, had 1.2~~2.3 months of inventory on hand ~~internationally at direct customers compared to 1.3 months~~as of ~~inventory on hand at March 31, 2017. The level of inventory on hand was primarily due to~~September 30, 2022 in the ~~ordering patterns of pharmacists in France.~~

~~Fervex~~, a cold and flu product, had 4.0 months of inventory on hand at direct customers compared to 2.7 months of inventory on hand at March 31, 2017. The level of inventory on hand was attributable to FranceU.S to support the product ~~seasonality.~~launch. The inventory is expected to be worked down as demand increases post launch.

~~Perfalgan~~, an analgesic product, had 1.5 months of inventory on hand internationally at direct customers compared to 1.6 months of inventory on hand at March 31, 2017. The level of inventory on hand was due to extended delivery lead time primarily in the Gulf Countries.

~~Sunvepra, a Hepatitis C product,~~Reblozyl had 1.1 months of inventory on hand ~~at direct customers~~internationally in the distribution channel as of June 30, 2022 compared to ~~1.1~~0.9 months of inventory on hand atas of March 31, ~~2017. The level of inventory on hand was attributable~~2022 primarily to ~~decreasing in-market sales primarily~~support the product launch in ~~Japan.~~China and minimum stocking requirements in Greece.

~~Ximency, a Hepatitis C product, had 1.1 months of inventory on hand at direct customers compared to 2.4 months of inventory on hand at March 31, 2017. The product was launched in February 2017 in Japan.~~

In the U.S., we generally determine our months on hand estimates using inventory levels of product on hand and the amount of out-movement provided by our three largest wholesalers, ~~and our distributors. Our three largest wholesalers account~~which accounted for approximately ~~95%~~79% of total gross sales of U.S. ~~products.~~products for the nine months ended September 30, 2022. Factors that may influence our estimates include generic competition, seasonality of products, wholesaler purchases in light of increases in wholesaler list prices, new product launches, new warehouse openings by wholesalers and new customer stockings by wholesalers. In addition, these estimates are calculated using third-party data, which may be impacted by their recordkeeping processes.

Revlimidand Pomalyst are distributed in the U.S. primarily through contracted pharmacies under the Lenalidomide REMS (Revlimid) and Pomalyst REMS programs, respectively. These are proprietary risk-management distribution programs tailored specifically to provide for the safe and appropriate distribution and use of Revlimidand Pomalyst.Internationally, Revlimidand Imnovid are distributed under mandatory risk-management distribution programs tailored to meet local authorities’ specifications to provide for the products’ safe and appropriate distribution and use. These programs may vary by country and, depending upon the country and the design of the risk-management program, the product may be sold through hospitals or retail pharmacies.

Camzyos is only available through a restricted program called the Camzyos REMS Program. Product distribution is limited to REMS certified pharmacies, and enrolled pharmacies must only dispense to patients who are authorized to receive Camzyos.

Our non-U.S. businesses have significantly more direct customers. Information on available direct customer product level inventory and corresponding out-movement information and the reliability of third-party demand information varies widely. We limit our direct customer sales channel inventory reporting to where we can influence demand. When this information does not exist or is otherwise not available, we have developed a variety of methodologies to estimate such data, including using historical sales made to direct customers and third-party market research data related to prescription trends and end-user demand. Given the difficulties inherent in estimating third-party demand information, we evaluate our methodologies to estimate direct customer product level inventory and to calculate months on hand on an ongoing basis and make changes as necessary. Factors that may affect our estimates include generic competition, seasonality of products, price increases, new product launches, new warehouse openings by direct customers, new customer stockings by direct customers and expected direct customer purchases for governmental bidding situations. As ~~a result,~~such, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. ~~businesses~~business for the quarter ended September 30, ~~2017~~2022 is not available prior to the filing of this ~~quarterly report~~Quarterly Report on Form 10-Q. We will disclose any product with levels of inventory ~~levels~~ in excess of one month on hand or expected demand for the current quarter, subject to a de minimis exception, in ~~the~~our next ~~annual~~quarterly report on Form ~~10-K.~~10-Q.

Expenses


	Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in Millions	2022		2021		% Change		2022		2021		% Change
Cost of products sold(a)	$	2,353	$	2,291	3	%	$	7,544	$	7,584	(1)	%
Marketing, selling and administrative	1,930		1,788		8	%	5,548		5,336		4	%
Research and development	2,418		2,980		(19)	%	6,999		7,677		(9)	%
Acquired IPRD	30		271		(89)	%	763		1,070		(29)	%
Amortization of acquired intangible assets	2,418		2,546		(5)	%	7,252		7,606		(5)	%
Other (income)/expense, net	(140)		(409)		(66)	%	793		(1,113)		**
Total Expenses	$	9,009	$	9,467	(5)	%	$	28,899	$	28,160	3	%

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 % Change 2017 2016 % Change
Cost of products sold $ 1,572
$ 1,305
20 % $ 4,393
$ 3,563
23 %
Marketing, selling and administrative 1,147
1,144
—
3,388
3,450
(2 )%
Research and development 1,543
1,138
36 % 4,490
3,540
27 %
Other (income)/expense (191 ) (224 ) (15 )% (1,377 ) (1,198 ) 15 %
Total Expenses $ 4,071
$ 3,363
21 % $ 10,894
$ 9,355
16 %
** In excess of +/- 100%.

(a) Excludes amortization of acquired intangible assets.

Cost of Products Sold

Cost of products sold increased by $62 million in ~~both periods~~the third quarter of 2022, primarily due to higher ~~Eliquis~~ profit sharing ~~(approximately $150 million and $520 million for the three and nine months ended September 30, 2017, respectively)~~due to Eliquis revenue growth ($151 million) and higher ~~inventory charges, including a $70 million charge~~costs resulting from expanding our cell therapy capabilities, partially offset by foreign exchange impacts and related hedging settlements ($214 million).

Cost of products sold decreased by $40 million year-to-date, primarily due to the impairment charges related to Inrebic EU regulatory approval milestones in 2021 ($315 million) and foreign exchange impacts and related hedging settlements ($553 million), partially offset by higher profit sharing due to Eliquis revenue growth ($529 million) and higher costs resulting from expanding our cell therapy capabilities.

Marketing, Selling and Administrative

Marketing, selling and administrative expenses increased $142 million in the third quarter of 2022 and $212 million year-to-date primarily due to higher costs to support new product launches and the cash settlement of Turning Point unvested stock awards ($73 million), partially offset by foreign exchange impacts.

Research and Development

Research and development expense decreased by $562 million in the third quarter of 2022, and $678 million year-to-date, primarily due to IPRD impairment charges in 2021 ($610 million in the third quarter and $840 million year-to-date), lower ~~expected HCV demand requirements. The nine months ended September 30, 2017 also included a~~clinical development costs and foreign exchange impacts, partially offset by the cash settlement of Turning Point unvested stock awards ($80 million) and the unwinding of inventory purchase price adjustments for clinical use during 2022 ($22 million in the third quarter and $130 million year-to-date).

Acquired IPRD

Acquired IPRD charges resulting from upfront or contingent milestone payments in connection with asset acquisitions or licensing of third-party intellectual property rights were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Eisai upfront collaboration fee	$	—	$	—	$	—	$	650
Agenus upfront license fee	—		200		—		200
Mavacamten royalty extinguishment	—		—		295		—
Dragonfly milestone	—		5		175		5
Immatics upfront license fee	—		—		150		—
BridgeBio upfront license fee	—		—		90		—
Prothena opt-in license fee	—		—		—		80
GentiBio upfront license fee	30		—		30		—
Other	—		66		23		135
Acquired IPRD charges	$	30	$	271	$	763	$	1,070

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets decreased by $128 million ~~impairment charge~~in the third quarter of 2022 and $354 million year-to-date, due to ~~reduce~~a change in the ~~carrying~~expected expiration of the market exclusivity period for Pomalyst to the first quarter of 2026.

Other (Income)/Expense, Net

Other (income)/expense, net changed by $269 million in the third quarter of 2022 and $1.9 billion year-to-date, primarily due to equity investments, contingent value ~~of assets held-for-sale to their estimated fair value.~~rights and other items discussed below.


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Interest expense	$	299	$	328	$	938	$	1,011
Royalties and licensing income	(579)		(425)		(1,564)		(1,197)
Equity investment losses/(income)	14		(465)		966		(1,214)
Integration expenses	114		141		343		434
Contingent consideration	—		—		1		(510)
Loss on debt redemption	—		—		266		281
Provision for restructuring	17		27		60		150
Litigation and other settlements	44		13		32		49



Divestiture losses/(gains)	—		2		(211)		(9)



Other	(49)		(30)		(38)		(108)
Other (income)/expense, net	$	(140)	$	(409)	$	793	$	(1,113)

•Royalties and licensing income includes diabetes business royalties, Keytruda* royalties, Tecentriq* royalties and milestones for products that have not obtained commercial approval. Refer to ~~"Item~~“Item 1. Financial Statements—Note 4. Acquisitions, Divestitures, Licensing and ~~Licensing Arrangements"~~Other Arrangements” for further information.

~~Research~~•Equity investment losses/(income) includes fair value adjustments for investments that have readily determinable fair value and ~~development expense increased in both periods due to higher license and asset acquisition charges, accelerated depreciation and the expansion~~observable price changes for investments without readily determinable fair values resulting primarily from initial public offerings or third-party acquisitions of ~~Opdivo~~ ~~development programs. The nine months ended September 30, 2017 also included higher IPRD impairment charges.~~

~~The significant license and asset acquisition transactions and other charges included in R&D expense were as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
IFM $ 310
$ —
$ 310
$ —
CytomX —
—
200
10
Flexus —
—
93
100
Cardioxyl —
—
100
—
Padlock —
—
—
139
Cormorant —
35
—
35
Other —
10
50
25
License and asset acquisition charges 310
45
753
309
IPRD impairments —
—
75
—
Accelerated depreciation and other 64
14
232
40

License and asset acquisition charges include upfront payments for the IFM, CytomX, Padlock and Cormorant arrangements and milestone payments for the CytomX, Flexus and Cardioxyl arrangements. These arrangements were related to certain investigational oncology, cardiovascular and immunoscience compounds.

~~IPRD impairment charges in the nine months ended September 30, 2017 related to the discontinued development~~entities which we held an ownership interest. Our share of ~~an investigational compound which was part of our alliance with F-Star Alpha.~~

~~Accelerated depreciation and other charges resulted~~income or loss from ~~the expected exit of R&D sites in the U.S. through 2020~~equity method investments is primarily due to ~~the reduction in the estimated useful lives of the related assets for each site.~~

fair value adjustments attributed to limited partnerships. Refer to ~~"Item~~“Item 1. Financial Statements—~~Note 3. Alliances, Note 4. Acquisitions, Divestitures and Licensing Arrangements and Note 6. Restructuring" for further information.~~

Other income increased in the nine months ended September 30, 2017 due to higher royalties and licensing income and litigation and other settlement income partially offset by lower divestiture gains and transition and other service fees and higher restructuring charges. The significant changes included in other income were as follows:

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Provision for restructuring $ 28
$ 19
$ 207
$ 41
Litigation and other settlements —
(1 ) (489 ) 48
Divestiture (gains)/losses 1
(21 ) (126 ) (574 )
Royalties and licensing income (209 ) (158 ) (1,093 ) (579 )
Transition and other service fees (12 ) (57 ) (32 ) (184 )

Restructuring charges relate to changes to the Company's operating model to drive continued success in the near- and long-term through a more focused investment in commercial opportunities for key brands and markets, a competitive and more agile R&D organization that can accelerate the pipeline, streamline operations and realign manufacturing capabilities that broaden biologics capabilities to reflect the current and future portfolio as well as streamline and simplify our small-molecule supply network. The new operating model is expected to enable the Company to deliver the strategic, financial and operational flexibility necessary to invest in the highest priorities across the Company. Aggregate restructuring charges of approximately $250 million are expected to be incurred in 2017 for all actions in addition to accelerated depreciation impacts resulting from early site exits.

~~Litigation and other settlements include BMS's share of a patent-infringement litigation settlement related to Merck's PD-1 antibody~~ Keytruda* in the first quarter of 2017 as BMS and Ono signed a global patent license agreement with Merck. Merck made an initial payment of $625 million to BMS and Ono, of which BMS received $481 million. Merck is also obligated to pay ongoing royalties on global sales of Keytruda* ~~of 6.5% from January 1, 2017 through December 31, 2023, and 2.5% from January 1, 2024 through December 31, 2026. The companies also granted certain rights to each other under their respective~~

~~patent portfolios pertaining to PD-1. Payments and royalties are shared between BMS and Ono on a 75/25 percent allocation, respectively after adjusting for each parties' legal fees.~~

Divestiture gains include additional contingent consideration for the diabetes business ($100 million) in the first quarter of 2017, an OTC product business in the second quarter of 2016 ($277 million) and the investigational HIV medicines business in the first quarter of 2016 ($272 million).

Royalties and licensing income include upfront licensing fees from Biogen ($300 million) and Roche ($170 million) in the second quarter of 2017 in connection with the out-licensing of certain investigational genetically defined disease compounds.

~~Transition and other service fees in 2016 included fees resulting from the divestiture of the diabetes business in 2014 and the investigational HIV medicines business in 2016.~~

~~Refer to "Item 1. Financial Statements—Note 4. Acquisitions, Divestitures and Licensing Arrangements, Note 5. Other (Income)/Expense, Note 6. Restructuring and~~ Note 9. Financial Instruments and Fair Value ~~Measurements"~~Measurements” for more information.

•Integration expenses primarily includes consulting fees to implement Celgene and other acquisition integration initiatives related to processes and systems.

•Contingent consideration primarily includes fair value adjustments resulting from the change in the traded price of contingent value rights issued with the Celgene acquisition. The contractual obligation to pay the contingent value rights terminated in January 2021 because the FDA did not approve liso-cel (JCAR017) by December 31, 2020.

•Loss on debt redemption resulted from the early redemption of long-term debt of $6.0 billion in 2022 and $3.5 billion in 2021.

•Provision for restructuring includes exit and other costs primarily related to the Celgene acquisition plan. We achieved the annualized pre-tax cost savings of at least $3.0 billion. Refer to “Item 1. Financial Statements—Note 6. Restructuring” for further information.

•Litigation and other settlements includes expenses for intellectual property and promotional practice matters, as further described in Item 1. Financial Statements—Note 17. Legal Proceedings and Contingencies”. In addition, year-to-date 2022 includes income of $40 million resulting from a settlement resolving all legal claims and business interests pertaining to Nimbus’ TYK2 inhibitor. The settlement also provides for contingent development, regulatory and sales-based milestones payable to BMS upon the occurrence of certain events.

•Divestiture gains resulted from the divestiture of product rights for several mature products in 2022.

•Other includes foreign exchange, interest income, transition service fees, as well as exit costs of $38 million resulting from the transition of our commercial operations in the Russian Federation to a third-party distributor and acquisition costs of $32 million related to the Turning Point acquisition in 2022.

Income Taxes


	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in Millions	2017			2016			2017			2016			Dollars in Millions	2022			2021			2022			2021
Earnings Before Income Taxes	$	1,183		$	1,559		$	4,433		$	4,829		Earnings Before Income Taxes	$	2,209		$	2,157		$	5,854		$	6,240
Provision for Income Taxes	327			344			1,129			1,220			Provision for Income Taxes	601			605			1,534			1,598
Effective Tax Rate	27.6		%	22.1		%	25.5		%	25.3		%	Effective Tax Rate	27.2		%	28.0		%	26.2		%	25.6		%

Impact of Specified Items													Impact of Specified Items	(10.3)		%	(13.4)		%	(9.6)		%	(9.3)		%
Effective Tax Rate Excluding Specified Items													Effective Tax Rate Excluding Specified Items	16.9		%	14.6		%	16.6		%	16.3		%

The tax impact attributed to specified items was primarily due to low jurisdictional tax rates ~~and other tax impacts~~ attributed to ~~R&D charges, divestiture transactions~~the unwinding of inventory fair value adjustments and ~~other specified items increased~~intangible asset amortization and contingent value rights fair value adjustments that were not taxable in 2021. The 2.3% increase in the effective tax rate ~~by 3.7% and 3.1%~~excluding specified items was due to changes in previously estimated annual effective tax rates resulting from jurisdictional earnings mix in the ~~nine months ended September 30, 2017 and 2016, respectively. In addition, the adoption~~third quarter of ~~amended income tax accounting guidance reduced the effective tax rate by 2.1% in the nine months ended September 30, 2017 which was offset by earnings mix between high and low tax jurisdictions.~~both periods. Refer to ~~"Item~~“Item 1. Financial Statements—Note ~~1. Basis of Presentation and Recently Issued Accounting Standards and Note~~ 7. Income ~~Taxes"~~Taxes” for ~~further~~additional information.

Comprehensive U.S. tax reform continues to be discussed and proposed, including among other items, changes to the corporate tax rate, a border adjustment tax and changes to how the U.S. taxes foreign earnings. It is currently uncertain whether any of these changes will be enacted, and if so, the effective dates. If comprehensive tax reform occurs, our financial condition, results of operations and cash flows could be significantly impacted, however, we are unable to determine the potential impact at this time.

Non-GAAP Financial Measures

Our non-GAAP financial measures, ~~including~~such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of past or future operating results. These items are excluded from non-GAAP earnings and related EPS information because the Company believes they neither relate to the ordinary course of the Company's business nor reflect the Company's underlying business performance. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwind of inventory purchase price adjustments, (iii) acquisition and integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, ~~R&D charges in connection with the acquisition or licensing of third-party intellectual property rights,~~(vi) divestiture ~~and debt redemption~~ gains or losses, (vii) stock compensation resulting from acquisition-related equity awards (viii) pension, ~~charges and~~ legal and other contractual ~~settlements,~~settlement charges, (ix) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnership equity method investments) and (x) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items. Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates. We also provide international revenues for our priority products excluding the impact of foreign exchange. We calculate foreign exchange impacts by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are included in Exhibit 99.2 to our Form 8-K filed on October 26, 2022 and are incorporated herein by reference.

Beginning with the first quarter of 2022, significant R&D charges or other income resulting from upfront or contingent milestone payments in connection with asset acquisitions or licensing of third-party intellectual property rights are no longer excluded from our non-GAAP financial measures. We made these changes to our presentation of non-GAAP financial measures following comments from and discussions with the SEC. For purposes of comparability, the non-GAAP financial measures for the three and nine months ended September 30, 2021 have been updated to reflect this change.

Non-GAAP information is intended to portray the results of our baseline performance, supplement or enhance management, analysts and ~~investors~~investors’ overall understanding of our underlying financial performance and facilitate comparisons among current, past and future periods. For example, non-GAAP earnings and EPS information is an indication of our baseline performance before items that are considered by us to not be reflective of our ongoing results. In addition, this information is among the primary indicators we use as a basis for evaluating performance, allocating resources, setting incentive compensation targets and planning and forecasting for future periods. This information is not intended to be considered in isolation or as a substitute for ~~net earnings or diluted EPS~~the related financial measures prepared in accordance with ~~GAAP.~~

GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

Specified items were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Inventory purchase price accounting adjustments	$	86	$	97	$	240	$	264
Intangible asset impairment	—		—		—		315

Site exit and other costs	—		—		43		24
Cost of products sold	86		97		283		603

Employee compensation charges	73		—		73		1
Site exit and other costs	—		1		6		—
Marketing, selling and administrative	73		1		79		1

IPRD impairments	58		610		98		840
Inventory purchase price accounting adjustments	22		1		130		1
Employee compensation charges	80		—		80		1
Site exit and other costs	—		1		—		1
Research and development	160		612		308		843

Amortization of acquired intangible assets	2,418		2,546		7,252		7,606

Interest expense(a)	(18)		(29)		(66)		(91)
Equity investment losses/(income)	12		(465)		962		(1,227)
Integration expenses	114		141		343		434
Contingent consideration	—		—		—		(510)
Loss on debt redemption	—		—		266		281

Provision for restructuring	17		27		60		150
Litigation and other settlements	36		—		(4)		—


Divestiture losses/(gains)	—		2		(211)		(9)



Other	28		—		70		—
Other (income)/expense, net	189		(324)		1,420		(972)

Increase to pretax income	2,926		2,932		9,342		8,081

Income taxes on items above	(268)		(137)		(987)		(732)




Increase to net earnings	$	2,658	$	2,795	$	8,355	$	7,349

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Impairment charges $ 1
$ —
$ 128
$ —
Accelerated depreciation and other shutdown costs —
7
3
15
Cost of products sold 1
7
131
15

License and asset acquisition charges 310
45
753
309
IPRD impairments —
—
75
—
Accelerated depreciation and other 64
14
232
40
Research and development 374
59
1,060
349

Provision for restructuring 28
19
207
41
Litigation and other settlements —
(3 ) (481 ) 40
Divestiture gains —
(13 ) (100 ) (559 )
Royalties and licensing income —
—
(497 ) —
Pension charges 22
19
91
66
Intangible asset impairments —
—
—
15
Loss on debt redemption —
—
109
—
Other (income)/expense 50
22
(671 ) (397 )

Increase/(decrease) to pretax income 425
88
520
(33 )
Income taxes on specified items (41 ) (3 ) 51
156
Increase to net earnings 384
85
571
123
Noncontrolling interest —
—
(59 ) —
Increase to net earnings used for Diluted Non-GAAP EPS calculation $ 384
$ 85
$ 512
$ 123
(a) Includes amortization of purchase price adjustments to Celgene debt.

The reconciliations from GAAP to Non-GAAP were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions, except per share data	2022		2021		2022		2021
Net Earnings Attributable to BMS Used for Diluted EPS Calculation – GAAP	$	1,606	$	1,546	$	4,305	$	4,622
Specified Items	2,658		2,795		8,355		7,349
Net Earnings Attributable to BMS Used for Diluted EPS Calculation – Non-GAAP	$	4,264	$	4,341	$	12,660	$	11,971

Weighted-Average Common Shares Outstanding – Diluted	2,148		2,243		2,154		2,253



Diluted Earnings Per Share Attributable to BMS – GAAP	$	0.75	$	0.69	$	2.00	$	2.05
Diluted EPS Attributable to Specified Items	1.24		1.24		3.88		3.26
Diluted EPS Attributable to BMS – Non-GAAP	$	1.99	$	1.93	$	5.88	$	5.31

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions, except per share data 2017 2016 2017 2016
Net Earnings Attributable to BMS used for Diluted EPS Calculation – GAAP $ 845
$ 1,202
$ 3,335
$ 3,563
Specified Items 384
85
512
123
Net Earnings used for Diluted EPS Calculation – Non-GAAP $ 1,229
$ 1,287
$ 3,847
$ 3,686

Average Common Shares Outstanding – Diluted 1,645
1,679
1,655
1,679

Diluted Earnings Per Share – GAAP $ 0.51
$ 0.72
$ 2.02
$ 2.12
Diluted EPS Attributable to Specified Items 0.24
0.05
0.30
0.08
Diluted Earnings Per Share – Non-GAAP $ 0.75
$ 0.77
$ 2.32
$ 2.20

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our net ~~cash~~debt position was as follows:


Dollars in Millions	September 30, 2022		December 31, 2021
Cash and cash equivalents	$	7,734	$	13,979
Marketable debt securities – current	1,293		2,987

Total cash, cash equivalents and marketable debt securities	9,027		16,966
Short-term debt obligations	(2,132)		(4,948)
Long-term debt	(36,966)		(39,605)
Net debt position	$	(30,071)	$	(27,587)

Dollars in Millions September 30,
2017 December 31,
2016
Cash and cash equivalents $ 4,644
$ 4,237
Marketable securities – current 2,478
2,113
Marketable securities – non-current 2,526
2,719
Cash, cash equivalents and marketable securities 9,648
9,069
Short-term debt obligations (1,461 ) (992 )
Long-term debt (6,982 ) (5,716 )
Net cash position $ 1,205
$ 2,361

~~Cash, cash equivalents~~We regularly assess our anticipated working capital needs, debt and ~~marketable~~leverage levels, debt maturities, capital expenditure requirements, dividend payouts, potential share repurchases and future investments or acquisitions in order to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. We also regularly evaluate our capital structure to ensure financial risks, adequate liquidity access and lower cost of capital are efficiently managed, which may lead to the issuance of additional debt securities, ~~held in~~ the ~~U.S. were approximately $200 million at September 30, 2017. Most~~repurchase of debt securities prior to maturity or the ~~remaining $9.4 billion is held primarily in low-tax jurisdictions attributable to earnings expected~~issuance or repurchase of common stock. Under the Tax Cuts and Jobs Act of 2017, research and development costs are required to be ~~indefinitely reinvested offshore. Cash repatriations are subject to restrictions~~capitalized and amortized for U.S. tax purposes effective January 1, 2022. Absent a change in ~~certain jurisdictions and may be subject to withholding and additional~~law, we estimate our U.S. income ~~taxes.~~ tax payments will increase by nearly $2.0 billion as compared to 2021.

We believe that our existing cash, cash equivalents and marketable debt securities together with cash generated from operations and, if required, from the issuance of commercial paper ~~in the U.S.~~ will be sufficient to satisfy our ~~normal~~anticipated cash ~~requirements~~needs for at least the next few years, including dividends, capital expenditures, milestone payments, working capital, ~~and maturities of long-term debt.~~

~~Management continuously evaluates the Company’s capital structure to ensure the Company is financed efficiently, which may result in the~~income taxes, restructuring initiatives, business development, business combinations, asset acquisitions, repurchase of common stock, debt maturities of approximately $10.6 billion through 2026, as well as any debt repurchases through redemptions or tender offers. As of September 30, 2022, our net debt position increased by $2.5 billion primarily due to common stock repurchases and ~~debt~~dividends ($9.1 billion), and the Turning Point acquisition ($3.3 billion), partially offset by cash from operating activities ($9.8 billion).

We have a share repurchase program authorized by our Board of Directors allowing for repurchases of our shares. The specific timing and number of shares repurchased will be determined by our management at its discretion and will vary based on market conditions, securities ~~termination~~law limitations and other factors. The share repurchase program does not obligate us to repurchase any specific number of ~~interest rate swap contracts prior~~shares, does not have a specific expiration date and may be suspended or discontinued at any time. The repurchases may be effected through a combination of one or more open market repurchases, privately negotiated transactions, transactions structured through investment banking institutions and other derivative transactions, relying on Rule 10b-18 and Rule 10b5-1 under the Exchange Act. The outstanding share repurchase authorization under the program was $15.2 billion as of December 31, 2021. During the first quarter of 2022, we executed ASR agreements to ~~maturity and issuance of debt securities.~~

~~The Company repurchased $2.2~~repurchase an aggregate $5.0 billion of common ~~stock in 2017 through accelerated~~stock. In addition, as part of our share repurchase ~~agreements, Rule 10b5-1 plans and open market purchases. The~~program, we repurchased 10 million shares of common stock ~~repurchases were funded by $1.5 billion of new long-term debt and cash. The Company repaid $750~~for $701 million ~~of long-term debt at maturity in~~during the third quarter of ~~2017~~2022. The remaining share repurchase capacity under the share repurchase program was approximately $9.5 billion as of September 30, 2022. Refer to “Item 1. Financial Statements—Note 15. Equity” for additional information.

Dividend payments were $3.5 billion during the nine months ended September 30, 2022. Dividend per common share of $0.54 was declared during each of the first, second, and ~~repurchased $337~~third quarters of 2022. Dividend decisions are made on a quarterly basis by our Board of Directors.

Annual capital expenditures were approximately $970 million in 2021 and are expected to be approximately $1.1 billion in 2022 and $1.2 billion in 2023. We continue to make capital expenditures in connection with the expansion of ~~long-term~~our manufacturing capabilities, research and development and other facility-related activities.

In 2022, we purchased an aggregate principal amount of $6.0 billion of certain of our debt securities for $6.6 billion of cash in tender offers and “make whole” redemptions. In connection with these transactions, a net $266 million loss on debt redemption was recognized based on the ~~second quarter~~carrying value of ~~2017.~~the debt and included in Other (income)/expense, net.

In 2022, we issued an aggregate principal amount of $6.0 billion of debt with net proceeds of $5.9 billion. Refer to “Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value ~~Measurements and Note 15. Equity"~~Measurements” for further information.

~~We issued~~At December 31, 2021, we had four separate revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility which expired in January 2022, a three-year $1.0 billion facility which expired in January 2022 and two five-year $1.5 billion facilities that were extended to September 2025 and July 2026, respectively.

In January 2022, we entered into a five-year $5.0 billion facility expiring in January 2027, which is extendable annually by one year with the consent of the lenders. This facility provides for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for our commercial paper ~~to fund near-term domestic liquidity requirements during 2017. The average amount~~borrowings. Concurrently with the entry into this facility, the commitments under our existing five-year $1.5 billion facilities were terminated and the three-year $1.0 billion facility and 364-day $2.0 billion facility expired in accordance with their terms in January 2022. No borrowings were outstanding under revolving credit facilities as of September 30, 2022 or December 31, 2021.

Under our commercial paper ~~outstanding was $211 million at~~program, we may issue a ~~weighted-average rate~~maximum of ~~1.12% during 2017. The maximum amount~~$5.0 billion unsecured notes that have maturities of not more than 366 days from the date of issuance. There were no commercial paper borrowings outstanding ~~was $1.0 billion with $799 million outstanding at~~as of September 30, ~~2017.~~2022.

Dividend payments were $1.9 billion in each of the nine months ended September 30, 2017 and 2016. Dividends declared per common share were $1.17 and $1.14 in the nine months ended September 30, 2017 and 2016, respectively. Dividend decisions are made on a quarterly basis by our Board of Directors. Annual capital expenditures were $1.2 billion in 2016 and are expected to be approximately $1.0 billion in 2017 and $900 million in 2018. We continue to expand our biologics manufacturing capabilities and other facility-related activities. For example, we are constructing a new large-scale biologics manufacturing facility in Ireland that will produce multiple therapies for our growing biologics portfolio when completed in 2019.

Our investment portfolio includes ~~non-current~~ marketable debt securities, which are subject to changes in fair value as a result of interest rate fluctuations and other market factors. Our investment policy establishes limits on the amount and ~~duration~~time to maturity of investments with any institution. The policy also requires that investments are only entered into with corporate and financial institutions that meet high credit quality standards. Refer to “Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements” for further information.

We currently have three separate revolving credit facilities totaling $5 billion from a syndicate of lenders. The facilities provide for customary terms and conditions with no financial covenants. Our 364 day $2.0 billion facility expires in March 2018 and our two $1.5 billion facilities were extended to October 2021 and July 2022. Our two $1.5 billion, five-year facilities are extendable annually by one year on the anniversary date with the consent of the lenders. No borrowings were outstanding under any revolving credit facility at September 30, 2017 or December 31, 2016.

Additional regulations in the U.S. could be passed in the future including additional healthcare reform initiatives, comprehensive tax reform, additional pricing laws and potential importation restrictions which may reduce our results of operations, operating cash flow, liquidity and financial flexibility. We continue to monitor the potential impact of the economic conditions in certain European and other countries and the related impact on prescription trends, pricing discounts and creditworthiness of our customers. We believe these economic conditions will not have a material impact on our liquidity, cash flow or financial flexibility.

Credit Ratings

~~BMS's~~Our current long-term and short-term credit ratings assigned by ~~Moody's~~Moody’s Investors Service are A2 and Prime-1, respectively, with a ~~negative~~stable long-term credit ~~outlook. BMS's~~outlook, and our current long-term and short-term credit ratings assigned by Standard & ~~Poor's~~Poor’s are A+ and ~~A-1+,~~A-1, respectively with a stable long-term credit outlook. ~~BMS's long-term and short-term credit ratings assigned by Fitch are A- and F2, respectively, with a stable long-term credit outlook. Our~~The long-term ratings reflect the ~~agencies'~~agencies’ opinion that we have a low default risk but are somewhat susceptible to adverse effects of changes in circumstances and economic conditions. ~~Our~~The short-term ratings reflect the ~~agencies'~~agencies’ opinion that we have good to extremely strong capacity for timely repayment. Any credit rating downgrade may affect the interest rate of any debt we may incur, the fair market value of existing debt and our ability to access the capital markets generally.

Cash Flows

The following is a discussion of cash flow activities:


	Nine Months Ended September 30,
Dollars in Millions	2022		2021
Cash flow provided by/(used in):
Operating activities	$	9,760	$	12,150
Investing activities	(2,275)		(939)
Financing activities	(13,716)		(12,257)

Nine Months Ended September 30,
Dollars in Millions 2017 2016
Cash flow provided by/(used in):
Operating activities $ 4,158
$ 1,615
Investing activities (1,085 ) 1,464
Financing activities (2,725 ) (2,048 )

Operating Activities

Cash flow from operating activities represents the cash receipts and disbursements from all of our activities other than investing and financing activities. Operating cash flow is derived by adjusting net earnings for noncontrolling interest, non-cash operating items, gains and losses attributed to investing and financing activities and changes in operating assets and liabilities resulting from timing differences between the receipts and payments of cash and when the transactions are recognized in our results of operations. As a result, changes in cash from operating activities reflect the timing of cash collections from customers and alliance partners; payments to suppliers, alliance partners and employees; customer discounts and rebates; and tax payments in the ordinary course of business. For example, annual employee bonuses are typically paid in the first quarter of the subsequent year. In addition, cash collections continue to be impacted by longer payment terms for certain biologic products in the U.S., primarily our newer oncology products including ~~Opdivo~~, ~~Yervoy~~ ~~and~~ ~~Empliciti~~ ~~(120 days to 150 days). The longer payment terms are used to more closely align with the insurance reimbursement timing for physicians and cancer centers following administration to the patients.~~

The ~~$2.5~~$2.4 billion change in cash ~~flow from~~used in operating activities compared to ~~2016~~2021 was driven by higher tax payments ($1.4 billion) primarily ~~attributable to the following items in addition to increased sales~~resulting from research and ~~the timing of~~development expenses that are capitalized and amortized for tax purposes, Turning Point related acquisition payments ($300 million) and cash collections and timing of payments in the ordinary course of ~~business:~~business.

~~Lower income tax payments of approximately $1.4 billion;~~

~~Higher out-license proceeds of approximately $500 million primarily related to the Biogen and Roche transactions; and~~

~~BMS's share of litigation settlement proceeds of $481 million related to Merck's PD-1 antibody~~ ~~Keytruda*.~~

~~Partially offset by:~~

~~Higher R&D licensing payments of approximately $300 million primarily due to the CytomX transaction.~~

Investing Activities

Cash requirements from investing activities include cash used for acquisitions, manufacturing and facility-related capital expenditures and purchases of marketable securities with original maturities greater than 90 days ~~reduced by~~at the time of purchase, proceeds from business divestitures (including royalties) ~~and~~, the sale and maturity of marketable ~~securities.~~securities, sale of equity investments, as well as upfront and contingent milestones from licensing arrangements.

The ~~$2.5~~$1.3 billion change in cash ~~flow from~~used in investing activities compared to ~~2016~~2021 was ~~primarily attributable to:~~

~~Lower net sales of marketable securities with maturities greater than 90 days of $1.6 billion due to higher available cash balances;~~

~~Lower business divestiture proceeds of approximately $700 million primarily due to certain OTC products and investigational HIV business divestitures in 2016; and~~

~~Higher asset acquisition payments of approximately $400 million~~ primarily due to the acquisition of ~~IFM~~Turning Point ($3.2 billion, net of cash acquired), lower proceeds from the sale of equity investments ($845 million) partially offset by lower Acquired IPRD payments ($594 million) and the changes in ~~2017.~~the amount of marketable debt securities held ($2.1 billion).

Financing Activities

Cash requirements from financing activities include cash used to ~~pay dividends,~~repay long-term debt, repurchase common stock, ~~and repay long-term debt~~pay dividends and other borrowings ~~reduced~~offset by proceeds from ~~the exercise of stock options and~~ issuance of long-term debt, other borrowings and ~~other borrowings.~~exercise of stock options.

The ~~$677 million~~$1.5 billion change in cash ~~flow from~~used in financing activities compared to ~~2016~~2021 was primarily ~~attributable to:~~

~~Higher repurchase~~due to higher repurchases of common stock ($2.0 billion), partially offset by changes in the amount of ~~$2.0 billion primarily due to the accelerated share repurchase agreements.~~

~~Partially offset by:~~

~~Higher~~ net debt borrowings ~~of $1.4 billion primarily to fund the repurchase of common stock.~~

($621 million).

Product and Pipeline Developments

~~We manage our~~

Our R&D programs are managed on a portfolio basis ~~investing resources in each stage~~ from early discovery through late-stage ~~development. We continually evaluate our portfolio of R&D assets to ensure that there is an appropriate~~development and include a balance of ~~early-~~early-stage and late-stage programs to support future growth. ~~We consider our~~Our late stage R&D programs ~~that have entered into~~in Phase III development ~~to be significant, as these programs constitute our late-stage development pipeline. These programs~~ include both investigational compounds ~~in Phase III development~~ for initial indications and ~~marketed products in Phase III development for~~ additional indications or ~~formulations.~~formulations for marketed products. The following are the ~~recent~~ developments in our marketed products and our late-stage ~~pipeline:~~

pipeline since the start of the third quarter of 2022:


Product			Indication			Date			Developments


Opdivo			Melanoma			October 2022			Announced that results from the Phase III CheckMate -76K trial evaluating Opdivo in the adjuvant setting in patients with completely resected stage IIB or IIC melanoma demonstrated a statistically significant and clinically meaningful benefit in recurrence-free survival and the risk of recurrence or death was reduced by 58% versus placebo. No new safety signals were observed.


Opdivo + Yervoy			RCC			July 2022			Announced that Part A of the Phase III CheckMate -914 trial, evaluating Opdivo plus Yervoy as an adjuvant treatment for patients with localized RCC who have undergone full or partial removal of the kidney and who are at moderate or high risk of relapse, did not meet the primary endpoint of disease-free survival. The safety profile was consistent with previously reported studies of the Opdivo plus Yervoy combination in solid tumors.


Abecma	Multiple Myeloma	August 2022	Announced with our alliance partner, 2seventy bio, Inc., positive topline results from the Phase III KarMMa-3 trial evaluating Abecma compared to standard combination regimens in adults with multiple myeloma that is relapsed and refractory after two to four prior lines of therapy and refractory to the last regimen showing Abecma significantly improves progression-free survival. Treatment with Abecma also showed an improvement in the key secondary endpoint of overall response rate compared to standard regimens.


~~Product~~	~~Indication~~	~~Date~~	~~Developments~~


~~Opdivo~~Zeposia			~~Gastric~~MS			~~September 2017~~		~~Approval in Japan for the treatment of unresectable advanced or recurrent gastric cancer which has progressed after chemotherapy, received by our alliance partner, Ono.~~
~~Opdivo~~Zeposia			~~HCC~~	~~September 2017~~	~~FDA approval for the treatment of patients with HCC, a type of liver cancer, who have been previously treated with sorafenib.~~
~~mCRC~~	~~August 2017~~	~~FDA approval for the treatment of adult and pediatric patients with MSI-H or dMMR mCRC that has progressed following treatment with a fluoropyrimidine, oxaliplatin and irinotecan.~~
~~Melanoma~~	October ~~2017~~2022	Announced ~~FDA accepted for priority review~~retrospective analysis from the ~~Company's sBLA for~~ ~~Opdivo~~Phase III DAYBREAK open-label extension trial of Zeposia in MS showed that more than 92% of participants mounted a serologic response to ~~treat patients~~COVID-19 exposure and vaccination, with ~~melanoma who are at high risk~~only 10% of ~~disease recurrence following complete surgical resection. The FDA action date is February 14, 2018.~~
	~~September 2017~~	~~Announced~~participants reporting COVID-19 adverse events – all were nonserious. Additional data from the Phase III DAYBREAK and RADIANCE trials demonstrated the effect of early Zeposia treatment ~~with~~ ~~Opdivo~~ ~~resulted in significant improvement in recurrence-free survival compared to~~ ~~Yervoy~~on long-term cognitive function in patients with ~~stage IIIb/c or stage IV melanoma following complete surgical resection.~~relapsing MS.
	~~July 2017~~UC			October 2022			Announced apost hoc analyses from the Phase III ~~trial~~True North study evaluating ~~Opdivo~~ ~~versus~~ ~~Yervoy~~the duration of response following continuous Zeposia treatment for up to one year and following treatment interruption in patients with ~~stage IIIb/c or stage IV melanoma~~moderately to severely active UC. After achieving a clinical response at the end of the induction period, 86.1% of patients who ~~are~~remained on Zeposia showed no disease relapse at ~~high risk of recurrence following complete surgical resection met its primary endpoint of recurrence-free survival at a planned interim analysis.~~Week 52. Disease control was maintained for up to eight weeks in patients who switched to placebo after initial response.


~~Multiple Myeloma~~Opdualag			Melanoma	September ~~2017~~2022	Announced EC approval of the ~~FDA placed a partial clinical hold on CheckMate-602, CheckMate-039 and CA204142, three clinical trials investigating~~ ~~Opdivo~~ based combinations in patients with relapsed or refractory multiple myeloma. This partial clinical hold is related to risks identified in trials studying another anti-PD-1 agent, pembrolizumab, in patients with multiple myeloma.
~~NSCLC~~	~~September 2017~~	~~Announced three-year overall survival data from CheckMate-017 and CheckMate-057, two pivotal Phase III randomized studies evaluating~~ ~~Opdivo~~ ~~vs. docetaxel in patients with previously treated metastatic NSCLC.~~
~~Various~~	~~July 2017~~	~~BMS and Clovis Oncology, Inc. announced a clinical collaboration to evaluate the~~fixed-dose combination of ~~Opdivo~~Opdualag for the first-line treatment of advanced (unresectable or metastatic) melanoma in adults and Rubraca* ~~(rucaparib) in pivotal Phase III trials in advanced ovarian cancer~~adolescents 12 years of age and ~~triple-negative breast cancer as well as a Phase II trial in metastatic castration-resistant prostate cancer.~~
~~Various~~	~~July 2017~~	~~Announced FDA accepted the Company's sBLAs to update~~ ~~Opdivo~~ ~~dosing to include 480 mg infused over 30 minutes every four weeks for all currently approved monotherapy indications.~~older with tumor cell PD-L1 expression < 1%. The ~~FDA action date~~approval is ~~March 5, 2018.~~

~~Opdivo+Yervoy~~	~~RCC~~	~~September 2017~~	~~Announced CheckMate-214, a Phase III study evaluating~~ ~~Opdivo+Yervoy~~ versus sunitinib in patients with previously untreated advanced or metastatic RCC, met its co-primary endpoint, demonstrating superior overall survival in intermediate- and poor-risk patients. The combination also met a secondary endpoint of improved OS in all randomized patients. Basedbased on ~~a planned interim analysis, an independent Data Monitoring Committee has recommended that the trial be stopped early.~~
		~~August 2017~~	~~Announced topline~~ results ~~from CheckMate-214. The combination of~~ ~~Opdivo~~+~~Yervoy~~ ~~met the co-primary endpoint of objective response rate and was favored in the co-primary endpoint of progression-free survival, however, it did not reach statistical significance.~~
		~~July 2017~~	~~BMS and Exelixis, Inc. announced the initiation of the Phase III CheckMate 9ER trial to evaluate~~ ~~Opdivo~~ ~~in combination with~~ Cabometyx* ~~(cabozantinib) or~~ ~~Opdivo~~ ~~and~~ ~~Yervoy~~ ~~in combination with~~ Cabometyx* ~~versus sunitinib in patients with previously untreated, advanced or metastatic RCC.~~
	~~SCLC~~	~~October 2017~~	~~Announced data evaluating~~ ~~Opdivo~~ ~~and~~ ~~Opdivo+Yervoy~~ ~~in previously treated SCLC patients whose tumors were evaluable for tumor mutation burden~~ from the Phase ~~I/II CheckMate-032~~II/III RELATIVITY -047 trial.



~~Product~~Camzyos	~~Indication~~Obstructive HCM	~~Date~~October 2022	~~Developments~~ Announced that the FDA accepted the supplemental NDA for Camzyos for an expanded indication to reduce the need for septal reduction therapy. The FDA has set a target action date of June 16, 2023. The supplemental NDA is based on results from the Phase III VALOR-HCM trial.


~~Eliquis~~Sotyktu			~~NVAF~~Plaque Psoriasis		~~August 2017~~September 2022	Announced Japan’s Ministry of Health, Labour and Welfare approval of Sotyktu for treatment of plaque psoriasis, generalized pustular psoriasis, or erythrodermic psoriasis, for patients who have had an inadequate response to conventional therapies. The approval is based on the results from ~~a real-world data analysis of~~ the ~~U.S. Humana database, in which treatment with~~ ~~Eliquis~~ ~~was associated with a significantly lower risk of stroke/systemic embolism and lower rates of major bleeding compared to warfarin in patients aged 65 years and older with NVAF.~~Phase III POETYK PSO-1 trial.
					September 2022	Announced ~~data from EMANATE, a Phase IV trial, exploring the safety and efficacy~~FDA approval of ~~Eliquis~~ ~~in patients with NVAF undergoing cardioversion.~~
					~~Announced results from a real-world data analysis pooled from four large U.S. insurance claims databases, in which treatment with~~ ~~Eliquis~~ was associated with a lower risk of stroke/systemic embolism and lower rates of major bleeding compared to warfarin for the overall population and for each of the selected high-risk patient sub-populations.

~~Orencia~~	~~PsA~~	~~July 2017~~	~~EC approval~~Sotyktu for the treatment of ~~active PsA in~~ adults with moderate-to-severe plaque psoriasis who are candidates for ~~whom the response to previous disease-modifying antirheumatic drug therapy, including methotrexate, has been inadequate, and additional~~ systemic therapy ~~for psoriatic skin lesions~~or phototherapy. The approval is ~~not required.~~
~~Orencia~~	~~PsA~~	~~July 2017~~	~~FDA approval for active PsA in adults, a chronic, inflammatory disease that can affect both the skin and musculoskeletal system.~~

~~Sprycel~~	~~CML~~	~~July 2017~~	~~Announced the FDA accepted for priority review a supplemental NDA to treat children with Philadelphia chromosome-positive chronic phase CML, as well as a powder for oral suspension formulation of~~ ~~Sprycel. The FDA action date is November 9, 2017.~~

~~Yervoy~~	~~Melanoma~~	~~October 2017~~	~~Announced the FDA added five-year overall survival data~~based on results from the Phase III ~~CA184-029 trial to the prescribing information for~~ ~~Yervoy~~ ~~for the adjuvant treatment of fully resected cutaneous melanoma with pathologic involvement of regional lymph nodes of more than 1 mm.~~POETYK PSO-1 and POETYK PSO-2 clinical trials.
~~Yervoy~~	~~Melanoma~~	~~July 2017~~		~~FDA approval of an expanded indication for the treatment of unresectable or metastatic melanoma in pediatric patients.~~

Prostvac*	~~Prostate Cancer~~	September ~~2017~~2022	~~Bavarian Nordic A/S announced an independent Data Monitoring Committee determined~~Announced two-year results from the POETYK PSO long-term extension trial demonstrating that ~~the continuation of the Phase III PROSPECT study of~~ Prostvac*clinical efficacy was maintained with continuous Sotyktu treatment in adult patients with ~~metastatic castration-resistant prostate cancer is futile.~~moderate-to-severe plaque psoriasis.

~~CRITICAL ACCOUNTING POLICIES~~

Critical Accounting Policies

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Our critical accounting policies are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates. For a discussion of our critical accounting policies, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2016~~ ~~Annual Report on~~2021 Form 10-K. There have been no material changes to our critical accounting policies during the nine months ended September 30, ~~2017~~.2022. For information regarding the impact of recently adopted accounting standards, refer to “Item 1. Financial Statements—Note 1. Basis of Presentation and Recently Issued Accounting Standards.”

~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS~~Special Note Regarding Forward-Looking Statements

This ~~quarterly report~~Quarterly Report on Form 10-Q (including documents incorporated by reference) and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act, ~~of 1933~~ and Section 21E of the ~~Securities~~ Exchange ~~Act of 1934.~~Act. You can identify these forward-looking statements by the fact they use words such as ~~“should”, “expect”, “anticipate”, “estimate”, “target”, “may”, “project”, “guidance”, “intend”, “plan”, “believe”~~“should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, and could cause ~~actual outcomes~~our future financial results, goals, plans and objectives to differ materially from ~~current expectations.~~those expressed in, or implied by, the statements. These statements are likely to relate to, among other things, our goals, plans and ~~projections~~objectives regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products, our business development strategy, our ability to realize the projected benefits of our acquisitions of Celgene, MyoKardia, and Turning Point, the impact of the COVID-19 pandemic on our operations and the development and commercialization of our products, potential laws and regulations to lower drug costs, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about our ability to retain marketing exclusivity of certain products, and the outcome of contingencies such as legal proceedings and financial ~~results, which are based~~results. No forward-looking statement can be guaranteed. This Quarterly Report on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years. We have included important factors in the cautionary statements included in this report and in the ~~2016~~ ~~Annual Report on~~Form 10-Q, our 2021 Form 10-K, particularly under the section “Item 1A. Risk Factors,” and our other filings with the SEC, include additional information on the factors that we believe could cause actual results to differ materially from any forward-looking statement.

Although we believe that we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. WeAdditional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this Quarterly Report on Form 10-Q not to occur. Except as otherwise required by applicable law, we undertake no obligation to ~~release~~ publicly update or revise any ~~revisions to~~ forward-looking ~~statements~~statement, whether as a result of new information, future events, changed circumstances or ~~otherwise.~~otherwise after the date of this Quarterly Report on Form 10-Q.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures ~~About~~about Market Risk” in our ~~2016~~ ~~Annual Report on~~2021 Form 10-K.

Item 4. CONTROLS AND PROCEDURES

Management carried out an evaluation, under the supervision and with the participation of ~~the Chief Executive Officer~~its chief executive officer and ~~Chief Financial Officer, evaluated~~chief financial officer, of the effectiveness of ~~our~~the design and operation of its disclosure controls and ~~procedures. Based on their evaluation,~~procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form ~~10-Q, the Chief Executive Officer~~10-Q. Based on this evaluation, our principal executive officer and ~~Chief Financial Officer have~~principal financial officer concluded that as of September 30, 2022, such disclosure controls and procedures ~~(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934)~~ are effective.

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, ~~2017~~2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in “Item 1. Financial Statements—Note 17.17. Legal Proceedings and Contingencies,” to the interim consolidated financial statements, and is incorporated by reference herein.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Company’s ~~2016~~ ~~Annual Report on~~2021 Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the surrenders of our equity securities during the three months ended September 30, ~~2017:~~2022:


Period	Total Number of Shares Purchased(a)	Average Price Paid per Share(a)		Total Number of Shares Purchased as Part of Publicly Announced Programs(b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in Millions, Except Per Share Data
July 1 to 31, 2022(c)	1,200,739	$	—	1,162,314	$	10,169
August 1 to 31, 2022(c)	1,137,659	—		1,117,367	10,169
September 1 to 30, 2022	9,995,013	70.85		9,898,334	9,468
Three months ended September 30, 2022	12,333,411			12,178,015

(a)Includes shares repurchased as part of publicly announced programs and shares of common stock surrendered to the Company to satisfy tax-withholding obligations in connection with the vesting of awards under our long-term incentive program. Shares surrendered for tax withholding included 38,425 in July, 20,292 in August and 96,679 in September with average prices of $76.57, $73.50 and $70.36, respectively.

(b)In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock and in June 2012 increased its authorization for the repurchase of our common stock by an additional $3.0 billion. The Board of Directors approved a new share repurchase program authorizing the repurchase of an additional $3.0 billion of our common stock in October 2016 and further increased its authorization for the repurchase of our common stock by approximately $7.0 billion in November 2019 and $5.0 billion in February 2020. In January and December 2021, the Board of Directors approved an increase of $2.0 billion and $15.0 billion, respectively, to the share repurchase authorization for our common stock. The remaining share repurchase capacity under the program is approximately $9.5 billion as of September 30, 2022. Refer to “Item 1. Financial Statements-Note 15. Equity” for information on the share repurchase program.

(c)During the first quarter of 2022, BMS entered into accelerated share repurchase (“ASR”) agreements to repurchase an aggregate $5.0 billion of common stock. Approximately 65 million shares of common stock (85% of the $5.0 billion aggregate purchase price calculated on the basis of a price of $65.89 per share, the closing share price of the Company's common stock on February 8, 2022) were received by BMS and included in treasury stock. During the second quarter of 2022, the first tranche of the ASR was settled and approximately 2 million shares of common stock were received by BMS and transferred to treasury stock. During the third quarter of 2022, the final tranche of the ASR was settled and approximately 2 million shares of common stock were received by BMS and transferred to treasury stock. The completed ASR had an average repurchase price of $72.71 per share.

Period
Total Number of
Shares Purchased^(a)

Average
Price Paid
per Share^(a)

Total Number of
Shares Purchased as
Part of Publicly
Announced
Programs^(b)

Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Programs^(b)
Dollars in Millions, Except Per Share Data
July 1 to 31, 2017 63,794
$ 56.63
52,851
$ 2,134
August 1 to 31, 2017 2,994,306
$ 57.68
2,985,959
$ 1,962
September 1 to 30, 2017 812,937
$ 62.53
803,249
$ 1,912
Three months ended September 30, 2017 3,871,037
3,842,059


~~(a)~~	Includes shares repurchased as part of publicly announced programs and shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of awards under our long-term incentive program.

~~(b)~~

In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of common stock and in June 2012 increased its authorization for the repurchase of common stock by an additional $3.0 billion. In October 2016, the Board of Directors approved a new share repurchase program authorizing the repurchase of an additional $3.0 billion of common stock. The stock repurchase program does not have an expiration date. Refer to “Item 1. Financial Statements—Note 15. Equity" for information on the accelerated share repurchase agreements.

Item 6. EXHIBITS

Exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K).



Exhibit No.		Description
~~12.~~ 31a.		~~Computation of Earnings to Fixed Charges.~~
~~31a.~~	Section 302 Certification Letter.
31b.		Section 302 Certification Letter.
32a.		Section 906 Certification Letter.
32b.		Section 906 Certification Letter.
~~101.~~101.INS		~~The following financial statements from~~XBRL Instance Document - the ~~Bristol-Myers Squibb Company Quarterly Report on Form 10-Q for~~instance document does not appear in the ~~quarter ended September 30, 2017, formatted~~Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in ~~Extensible Business Reporting Language (XBRL):~~ (i) consolidated statements of earnings, (ii) consolidated statements of comprehensive income, (iii) consolidated balance sheets, (iv) consolidated statements of cash flows, and (v) the notes to the consolidated financial statements. Exhibit 101).

* Indicates, in this Quarterly Report on Form 10-Q, brand names of products, which are registered trademarks not solely owned by the Company or its subsidiaries. Abilify is a trademark of Otsuka Pharmaceutical Co., Ltd.; Atripla is a trademark of ~~Bristol-Myers Squibb and~~ Gilead Sciences, ~~LLC;~~ LLC.; Byettais a trademark of Amylin Pharmaceuticals, LLC; Cabometyx is a trademark of Exelixis, Inc.; ~~ENHANZE is a trademark of Halozyme, Inc.;~~ ~~Erbitux~~ ~~is a trademark of ImClone LLC;~~ Gleevec is a trademark of Novartis AG; Onglyza is a trademark of AstraZeneca AB; Keytruda is a trademark of Merck Sharp & Dohme ~~Corp.;~~ ~~Plavix~~Corp; Otezla is a trademark of ~~Sanofi;~~ ~~Prostvac~~ Amgen Inc.; Tecentriqis a trademark of ~~BN ImmunoTherapeutics~~Genentech, Inc.; ~~Rubraca~~ and Yescartais a trademark of ~~Clovis Oncology,~~Kite Pharma, Inc. ~~and~~ ~~Tybost~~ ~~is a trademark of Gilead Sciences Ireland UC.~~ Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries.

SUMMARY OF ABBREVIATED TERMS

Bristol-Myers Squibb Company and its consolidated subsidiaries may be referred to as ~~Bristol-Myers~~Bristol Myers Squibb, BMS, the Company, we, our or us in this Quarterly Report on Form ~~10-Q.~~10-Q, unless the context otherwise indicates. Throughout this Quarterly Report on Form 10-Q we have used terms which are defined below:



~~2016~~2021 Form 10-K		Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2021	LIBOR	London Interbank Offered Rate
~~AstraZeneca~~Agenus		~~AstraZeneca PLC~~Agenus Inc.	Lilly	Eli Lilly and Company
~~Biogen~~AML		~~Biogen Inc.~~acute myeloid leukemia	LOE	loss of exclusivity
~~Cardioxyl~~Amylin		~~Cardioxyl~~Amylin Pharmaceuticals, Inc.	MAA	marketing authorization application
~~CML~~aNDA		~~chronic myeloid leukemia~~abbreviated new drug application	MDL	multi-district litigation
~~CytomX~~AstraZeneca		~~CytomX Therapeutics, Inc.~~AstraZeneca PLC	MDS	myelodysplastic syndromes
~~dMMR~~BLA		~~DNA mismatch repair deficient~~biologics license application	MPM	malignant pleural mesothelioma
~~EPO~~BridgeBio		~~European Patent Office~~BridgeBio Pharma Inc.	MS	Multiple Sclerosis
~~EPS~~CAR T		~~earnings per share~~chimeric antigen receptor T-cell	MyoKardia	MyoKardia, Inc.
EUCelgene		~~European Union~~Celgene Corporation	NDA	new drug application
~~FASB~~CERCLA		~~Financial Accounting Standards Board~~
~~FDA~~U.S. Comprehensive Environmental Response, Compensation and Liability Act	~~U.S. Food and Drug Administration~~
~~Flexus~~NKT	~~Flexus Biosciences, Inc.~~
~~F-Star Alpha~~	~~F-Star Alpha Ltd.~~
~~GAAP~~	~~U.S. generally accepted accounting principles~~
~~Gilead~~	~~Gilead Sciences, Inc.~~
~~GTN~~	~~Gross-to-Net~~
~~Halozyme~~	~~Halozyme Therapeutics, Inc.~~
~~HCC~~	~~Hepatocellular carcinoma~~
~~HIV~~	~~human immunodeficiency virus~~
~~HNC~~	~~head and neck cancer~~
~~IFM~~	~~IFM Therapeutics, Inc.~~
~~iPierian~~	~~iPierian, Inc.~~
IO	~~immuno-oncology~~
~~IPRD~~	~~In-process research and development~~
~~JIA~~	~~Juvenile Idiopathic Arthritis~~
~~mCRC~~	~~metastatic colorectal cancer~~
~~Merck~~	~~Merck & Co., Inc.~~
~~MSI-H~~	~~microsatellite instability-high~~
~~NDA~~	~~New Drug Application~~
~~NKT~~	natural killer T cells
~~NSCLC~~Cheplapharm		Cheplapharm Arzneimittel GmbH	NSCLC	non-small cell lung cancer
~~NVAF~~CHMP		Committee for Medicinal Products for Human Use	NVAF	non-valvular atrial fibrillation
~~Ono~~CML		~~Ono~~chronic myeloid leukemia	OTC	over-the-counter
CRC		colorectal carcinoma	Otsuka	Otsuka Pharmaceutical Co., Ltd.
~~OTC~~Dragonfly		~~Over-the-counter~~Dragonfly Therapeutics, Inc.	PD-1	programmed cell death protein 1
~~Padlock~~EC		~~Padlock Therapeutics, Inc.~~European Commission	PD-L1	programmed death-ligand 1
~~PD-1~~Eisai		~~programmed death receptor-1~~Eisai Co., Ltd.	Pfizer	Pfizer, Inc.
~~PsA~~EMA		~~active~~ European Medicines Agency	PsA	psoriatic arthritis
EPS		earnings per share	Prothena	Prothena Corporation
ESCC		esophageal squamous cell carcinoma	Quarterly Report on Form 10-Q	Quarterly Report on Form 10-Q for the quarterly period ended ~~June~~September 30, ~~2017~~2022
RAEU		~~rheumatoid arthritis~~European Union	R&D	research and development
~~RCC~~FASB		Financial Accounting Standards Board	RA	rheumatoid arthritis
FDA		U.S. Food and Drug Administration	RBC	red blood cell
GAAP		U.S. generally accepted accounting principles	RCC	renal cell carcinoma
~~R&D~~GTN		~~Research~~gross-to-net	REMS	risk evaluation and ~~Development~~mitigation strategy
~~sBLA~~HCC		hepatocellular carcinoma	Sanofi	Sanofi S.A.
HCM		hypertrophic cardiomyopathy	sBLA	supplemental Biologics License Application
~~SCCHN~~HIV		~~squamous cell carcinoma of the head and neck~~
~~SCLC~~human immunodeficiency viruses	~~small cell lung cancer~~
SEC	Securities and Exchange Commission
~~SK Biotek~~Immatics		~~SK Biotek Co., Ltd.~~Immatics Biotechnologies GmbH.	Turning Point	Turning Point Therapeutics, Inc.
UKIO		~~United Kingdom~~immuno-oncology	UC	ulcerative colitis
~~U.S.~~IPRD		in-process research and development	U.S.	United States
IRS		Internal Revenue Service	UK	United Kingdom
Juno		Juno Therapeutics, Inc.	VAT	value added tax
LAG-3		lymphocyte activation gene-3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BRISTOL-MYERS SQUIBB COMPANY

(REGISTRANT)

Date:

October 26, ~~2017~~2022

By:

~~By:~~

/s/ Giovanni Caforio, M.D.

Giovanni Caforio, M.D.

Chairman of the Board and Chief Executive Officer

Date:

October 26, ~~2017~~2022

By:

~~By:~~

/s/ ~~Charles Bancroft~~David V. Elkins

~~Charles Bancroft~~David V. Elkins

Chief Financial Officer



Delaware		22-0790350
~~Delaware~~	~~22-0790350~~
(State or other jurisdiction of incorporation or organization)	(~~I.R.S.~~I.R.S Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 Par Value	BMY	New York Stock Exchange
1.000% Notes due 2025	BMY25	New York Stock Exchange
1.750% Notes due 2035	BMY35	New York Stock Exchange
Celgene Contingent Value Rights	CELG RT	New York Stock Exchange




PART I—FINANCIAL INFORMATION

Item 1.
Financial Statements:
Consolidated Statements of Earnings and Comprehensive Income			3
Consolidated Balance Sheets			4
Consolidated Statements of Cash Flows			5
Notes to Consolidated Financial Statements			6

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations			2133

Item 3.
Quantitative and Qualitative Disclosure About Market Risk			3452

Item 4.
Controls and Procedures			3452

PART II—OTHER INFORMATION

Item 1.
Legal Proceedings			3453

Item 1A.
Risk Factors			3453

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds			3453

Item 6.
Exhibits			3554

Summary of Abbreviated Terms			3655
Signatures			3756



	xFor the quarterly period ended September 30, 2022 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _______ Commission File Number 001-01136 ___________________________	~~QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017~~



	¨	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO~~



	Three Months Ended September 30,				Nine Months Ended September 30,
Amounts in Millions, Except Per Share Data	2017		2016		2017		2016
Net Earnings Attributable to BMS used for Basic and Diluted EPS Calculation	$	845	$	1,202	$	3,335	$	3,563

Weighted-average common shares outstanding – basic	1,639		1,671		1,648		1,670
Incremental shares attributable to share-based compensation plans	6		8		7		9
Weighted-average common shares outstanding – diluted	1,645		1,679		1,655		1,679

Earnings per Common Share:
Basic	$	0.52	$	0.72	$	2.02	$	2.13
Diluted	$	0.51	$	0.72	$	2.02	$	2.12



	September 30, 2017					December 31, 2016
Dollars in Millions	Level 1		Level 2			Level 1		Level 2
Cash and cash equivalents - Money market and other securities	$	—	$	3,915		$	—	$	3,532
Marketable securities:
Certificates of deposit	—		176			—		27
Commercial paper	—		977			—		750
Corporate debt securities	—		3,725			—		3,947
Equity funds	—		119			—		101
Fixed income funds	—		7			—		7
Derivative assets	—		31			—		75
Equity investments	90		—			24		—
Derivative liabilities	—		(63		)	—		(30		)


~~(a)~~	~~The fair value option for financial assets was elected for investments in equity and fixed income funds and are included in current marketable securities.~~


~~(b)~~	~~All non-current marketable securities mature within five years as of September 30, 2017 and December 31, 2016.~~



	September 30, 2017									December 31, 2016
	Asset^(a)				Liability^(b)					Asset^(a)				Liability^(b)
Dollars in Millions	Notional		Fair Value		Notional		Fair Value			Notional		Fair Value		Notional		Fair Value
Derivatives designated as hedging instruments:
Interest rate swap contracts	$	—	$	—	$	755	$	(3	)	$	750	$	1	$	755	$	(3	)
Forward starting interest rate swap contracts	—		—		—		—			500		8		250		(11		)
Foreign currency forward contracts	1,351		25		548		(28		)	967		66		198		(9		)

Derivatives not designated as hedging instruments:
Foreign currency forward contracts	322		6		1,183		(32		)	106		—		360		(7		)


~~(a)~~	~~Included in prepaid expenses and other and other assets.~~


~~(b)~~	~~Included in accrued liabilities and pension and other liabilities.~~



Dollars in Millions	2017
Principal amount	$	337
Carrying value	366
Debt redemption price	474
Loss on debt redemption^(a)	109



	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Treasury Stock					Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value		Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Shares		Cost			Noncontrolling Interest
Balance at January 1, 2016	2,208	$	221	$	1,459	$	(2,468	)	$	31,613		539		$	(16,559	)	$	158
Net earnings	—	—		—		—			3,563			—		—			46
Other comprehensive loss	—	—		—		(267		)	—			—		—			—
Cash dividends declared	—	—		—		—			(1,904		)	—		—			—
Stock repurchase program	—	—		—		—			—			4		(231		)	—
Stock compensation	—	—		191		—			—			(6	)	(5		)	—
Distributions	—	—		—		—			—			—		—			(36		)
Balance at September 30, 2016	2,208	$	221	$	1,650	$	(2,735	)	$	33,272		537		$	(16,795	)	$	168

Balance at December 31, 2016	2,208	$	221	$	1,725	$	(2,503	)	$	33,513		536		$	(16,779	)	$	170
Accounting change - cumulative effect^(a)	—	—		—		—			(787		)	—		—			—
Adjusted balance at January 1, 2017	2,208	$	221	$	1,725	$	(2,503	)	$	32,726		536		$	(16,779	)	$	170
Net earnings	—	—		—		—			3,335			—		—			28
Other comprehensive income	—	—		—		82			—			—		—			—
Cash dividends declared	—	—		—		—			(1,920		)	—		—			—
Stock repurchase program	—	—		—		—			—			40		(2,226		)	—
Stock compensation	—	—		120		—			—			(5	)	2			—
Variable interest entity	—	—		—		—			—			—		—			(59		)
Distributions	—	—		—		—			—			—		—			(8		)
Balance at September 30, 2017	2,208	$	221	$	1,845	$	(2,421	)	$	34,141		571		$	(19,003	)	$	131



Period	Total Number of Shares Purchased^(a)	Average Price Paid per Share^(a)		Total Number of Shares Purchased as Part of Publicly Announced Programs^(b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs^(b)
Dollars in Millions, Except Per Share Data
July 1 to 31, 2017	63,794	$	56.63	52,851	$	2,134
August 1 to 31, 2017	2,994,306	$	57.68	2,985,959	$	1,962
September 1 to 30, 2017	812,937	$	62.53	803,249	$	1,912
Three months ended September 30, 2017	3,871,037			3,842,059